THE GAZETTE OF INDIA EXTRAORDINARY PART III – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, AUGUST 26, 2009 SECURITIES AND

EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, 26th August, 2009 SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 No. LAD-NRO/GN/2009-10/15/174471. In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations, namely:CHAPTER I PRELIMINARY Short title and commencement. 1. (1) These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. (2) They shall come into force on the date of their publication in the Official Gazette. Definitions. 2. (1) In these regulations, unless the context otherwise requires: (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) “advertisement” includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, cover pages of offer documents, pictures and films in any print media or electronic media, radio, television programme; (c) “anchor investor" means a qualified institutional buyer an application for a value of ten crore rupees or more in a public issue made through the book building process in accordance with these regulations; (d) “Application Supported by Blocked Amount (ASBA)” means an application for subscribing to a public issue or rights issue, along with an authorisation to Self Certified Syndicate Bank to block the application money in a bank account; (e) “Board” means the Securities and Exchange Board of India established under section 3 of the Act; (f) “book building” means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of specified securities or Indian Depository Receipts, as the case may be, in accordance with these regulations; (g) “book runner” means a merchant banker appointed by the issuer to undertake the book building process; (h) “composite issue” means an issue of specified securities by a listed issuer on publiccum-rights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously;

1

(i)

(j)

(k)

(l)

(m)

(n)

(o) (p)

(q) (r) (s)

(t) (u) (v)

“control” shall have the same meaning as assigned to it under clause (c) of subregulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997; “convertible debt instrument” means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on the assets of the issuer or not; 1 [“convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares;] “designated stock exchange” means a recognised stock exchange in which securities of an issuer are listed or proposed to be listed and which is chosen by the issuer as a designated stock exchange for the purpose of a particular issue of specified securities under these regulations: Provided that where one or more of such stock exchanges have nationwide trading terminals, the issuer shall choose one of them as the designated stock exchange: Provided further that subject to the provisions of this clause, the issuer may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of specified securities under these regulations; “employee” means a permanent and full-time employee of the issuer, working in India or abroad or a director of the issuer, whether whole time or part time and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); “further public offer” means an offer of specified securities by a listed issuer to the public for subscription and includes an offer for sale of specified securities to the public by any existing holders of such securities in a listed issuer; “green shoe option” means an option of allotting equity shares in excess of the equity shares offered in the public issue as a post-listing price stabilizing mechanism; “initial public offer” means an offer of specified securities by an unlisted issuer to the public for subscription and includes an offer for sale of specified securities to the public by any existing holders of such securities in an unlisted issuer; “issue size” includes offer through offer document and promoters’ contribution; “issuer” means any person making an offer of specified securities; “key management personnel” means the officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and includes any other person whom the issuer may declare as a key management personnel; “listed issuer” means an issuer whose equity shares are listed in a recognised stock exchange; “net offer to public” means an offer of specified securities to the public but does not include reservations; “net worth” means the aggregate of the paid up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of

1 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.09. Prior to substitution, it read as: ‘(k) “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date with or without the option of the holder of the security and includes convertible debt instrument;’

2

(w) (x)

(y) (z)

(za)

(zb)

miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account; “non institutional investor” means an investor other than a retail individual investor and qualified institutional buyer; “offer document” means a red herring prospectus, prospectus or shelf prospectus and information memorandum in terms of section 60A of the Companies Act, 1956 in case of a public issue and letter of offer in case of a rights issue; "offer through offer document” means net offer to public and reservations; “preferential issue” means an issue of specified securities by a listed issuer to any select person or group of persons on a private placement basis and does not include an offer of specified securities made through a public issue, rights issue, bonus issue, employee stock option scheme, employee stock purchase scheme or qualified institutions placement or an issue of sweat equity shares or depository receipts issued in a country outside India or foreign securities; “promoter” includes: (i) the person or persons who are in control of the issuer; (ii) the person or persons who are instrumental in the formulation of a plan or programme pursuant to which specified securities are offered to public; (iii) the person or persons named in the offer document as promoters: Provided that a director or officer of the issuer or a person, if acting as such merely in his professional capacity, shall not be deemed as a promoter: Provided further that a financial institution, scheduled bank, foreign institutional investor and mutual fund shall not be deemed to be a promoter merely by virtue of the fact that ten per cent. or more of the equity share capital of the issuer is held by such person; Provided further that such financial institution, scheduled bank and foreign institutional investor shall be treated as promoter for the subsidiaries or companies promoted by them or for the mutual fund sponsored by them; “promoter group” includes: (i) the promoter; (ii) an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and (iii) in case promoter is a body corporate: (A) a subsidiary or holding company of such body corporate; (B) any body corporate in which the promoter holds ten per cent. or more of the equity share capital or which holds ten per cent. or more of the equity share capital of the promoter; (C) any body corporate in which a group of individuals or companies or combinations thereof which hold twenty per cent. or more of the equity share capital in that body corporate also holds twenty per cent. or more of the equity share capital of the issuer; and (iv) in case the promoter is an individual: (A) any body corporate in which ten per cent. or more of the equity share capital is held by the promoter or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of his immediate relative is a member; (B) any body corporate in which a body corporate as provided in (A) above holds ten per cent. or more, of the equity share capital;

3

(zc) (zd)

(ze) (zf)

(zg) (zh) (zi) (zj)

(C) any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten per cent. of the total; and (v) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus under the heading "shareholding of the promoter group": Provided that a financial institution, scheduled bank, foreign institutional investor and mutual fund shall not be deemed to be promoter group merely by virtue of the fact that ten per cent. or more of the equity share capital of the issuer is held by such person: Provided further that such financial institution, scheduled bank and foreign institutional investor shall be treated as promoter group for the subsidiaries or companies promoted by them or for the mutual fund sponsored by them; “public issue” means an initial public offer or further public offer; “qualified institutional buyer” means: (i) a mutual fund, venture capital fund and foreign venture capital investor registered with the Board; (ii) a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; (iii) a public financial institution as defined in section 4A of the Companies Act, 1956; (iv) a scheduled commercial bank; (v) a multilateral and bilateral development financial institution; (vi) a state industrial development corporation; (vii) an insurance company registered with the Insurance Regulatory and Development Authority; (viii) a provident fund with minimum corpus of twenty five crore rupees; (ix) a pension fund with minimum corpus of twenty five crore rupees; (x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; (xi) 2[insurance funds set up and managed by army, navy or air force of the Union of India;] “retail individual investor” means an investor who applies or bids for specified securities for a value of not more than one lakh rupees; “retail individual shareholder” means a shareholder of a listed issuer, who: (i) as on the date fixed for the purpose of determining shareholders eligible for reservation in terms of regulation 41 of these regulations, is holding equity shares which, on the basis of the closing price of the equity shares on the recognised stock exchange in which highest trading volume in respect of the equity shares of the issuer was recorded as on the previous day, are worth up to one lakh rupees; and (ii) applies or bids for specified securities for a value of not more than one lakh rupees; “rights issue” means an offer of specified securities by a listed issuer to the shareholders of the issuer as on the record date fixed for the said purpose; “Schedule” means schedule annexed to these regulations; “Self Certified Syndicate Bank” means a banker to an issue registered with the Board, which offers the facility of Application Supported by Blocked Amount; “specified securities" means equity shares and convertible securities;

2

Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.09.

4

but defined in the Act or the Companies Act. where the aggregate value of specified securities offered is fifty lakh rupees or more. Unless otherwise provided. the Securities Contracts (Regulation) Act. (2) All other words and expressions used but not defined in these regulations. 1996 and/or the rules and regulations made thereunder shall have the same meaning as respectively assigned to them in such Acts or rules or regulations or any statutory modification or re-enactment thereto. the Depositories Act. (d) an issue of bonus shares by a listed issuer. 1956. (zm) “unlisted issuer” means an issuer which is not a listed issuer. 5 . 1956. Applicability of the regulations. (e) a qualified institutions placement by a listed issuer. these regulations shall apply to the following: (a) a public issue. (c) a preferential issue. (zl) “syndicate member” means an intermediary registered with the Board and who is permitted to carry on the activity as an underwriter. (b) a rights issue. as the case may be. 3.(zk) “stabilising agent” means a merchant banker who is responsible for stabilising the price of equity shares under a green shoe option. in terms of these regulations. (f) an issue of Indian Depository Receipts.

advise the issuer on their appointment. (2) No issuer shall make a public issue or rights issue of specified securities: (a) if the issuer. (g) unless firm arrangements of finance through verifiable means towards seventy five per cent. if any. directors or persons in control of the issuer was or also is a promoter. director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by the Board. (2) The issuer shall. (d) unless it has made an application to one or more recognised stock exchanges for listing of specified securities on such stock exchanges and has chosen one of them as the designated stock exchange: Provided that in case of an initial public offer. (5) The issuer shall enter into an agreement with the lead merchant banker in the format specified in Schedule II and with other intermediaries as required under the respective regulations applicable to the intermediary concerned: 6 . (1) Any issuer offering specified securities through a public issue or rights issue shall satisfy the conditions of this Chapter at the time of filing draft offer document with the Board (unless stated otherwise in this Chapter) and at the time of registering or filing the final offer document with the Registrar of Companies or designated stock exchange. to carry out the obligations relating to the issue. refund and underwriting obligations. promoter group or directors or persons in control of the issuer are debarred from accessing the capital market by the Board. (1) The issuer shall appoint one or more merchant bankers.CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES General conditions. the issuer shall make an application for listing of the specified securities in at least one recognised stock exchange having nationwide trading terminals. obligations and responsibilities. 5. (e) unless it has entered into an agreement with a depository for dematerialisation of specified securities already issued or proposed to be issued. in consultation with the lead merchant banker. as the case may be. (c) if the issuer of convertible debt instruments is in the list of wilful defaulters published by the Reserve Bank of India or it is in default of payment of interest or repayment of principal amount in respect of debt instruments issued by it to the public. in consultation with the lead merchant banker. (b) if any of the promoters. have been made. relating inter alia to disclosures. if any. of the stated means of finance. (f) unless all existing partly paid-up equity shares of the issuer have either been fully paid up or forfeited. of each merchant banker shall be predetermined and disclosed in the offer document as specified in Schedule I. appoint only those intermediaries which are registered with the Board. for a period of more than six months. Appointment of merchant banker and other intermediaries. (3) Where the issue is managed by more than one merchant banker. (4) The lead merchant banker shall. only after independently assessing the capability of other intermediaries to carry out their obligations. 4. at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries. allotment. excluding the amount to be raised through the proposed public issue or rights issue or through existing identifiable internal accruals. the rights. any of its promoters.

while filing the offer document with the Board in terms of subregulation (1) and sub-regulation (4). file a copy thereof with the Board through the lead merchant banker. (3) If the Board specifies changes or issues observations on the draft offer document. where the Board has sought any clarification or information from such regulator or agency. as the case may be. in case of a book built issue. if any. the Companies Act. unless a draft offer document. Explanation: For the purpose of this regulation. (6) An issuer shall. (4) The issuer shall. where the Board has sought any clarification or additional information from them. in case of an issue made through the book building process. 1996 and the rules and regulations made thereunder or any statutory modification or statutory enactment thereof: Provided further that in case of ASBA process. with the Registrar of Companies or filing the letter of offer with the designated stock exchange. file a copy of such document with the recognised stock exchanges where the specified securities are proposed to be listed. along with fees as specified in Schedule IV. Filing of offer document. red-herring prospectus or shelf prospectus. 1956. as the case may be. red herring prospectus or shelf prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchange or before the opening of the issue.Provided that such agreements may include such other clauses as the issuer and the intermediary may deem fit without diminishing or limiting in any way the liabilities and obligations of the merchant bankers. 6. then another registrar to an issue shall be appointed as registrar to the issue: Provided further that the lead merchant banker shall not act as a registrar to the issue in which it is also handling the post issue responsibilities. 7 . (5) The lead merchant banker shall. appoint bankers to issue. the lead merchant banker appointed by the issuer shall act as the lead book runner. (1) No issuer shall make. (a) a public issue. where the aggregate value of the specified securities offered is fifty lakh rupees or more. red herring prospectus or shelf prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchange. 1956. simultaneously while registering the prospectus. has been filed with the Board through the lead merchant banker. the issuer shall take cognisance of the deemed agreement of the issuer with Self Certified Syndicate Banks. at all mandatory collection centres as specified in Schedule III and such other collection centres as it may deem fit. appoint syndicate members and in the case of any other issue. the Securities Contracts (Regulation) Act. the issuer and lead merchant banker shall carry out such changes in the draft offer document and comply with the observations issued by the Board before registering the prospectus. or (d) the date of receipt of a copy of in-principle approval letter issued by the recognised stock exchanges. or (b) the date of receipt of satisfactory reply from the lead merchant bankers. or (b) a rights issue. the Depositories Act. (2) The Board may specify changes or issue observations. (7) The issuer shall appoint a registrar which has connectivity with all the depositories: Provided that if issuer itself is a registrar to an issue registered with the Board. at least thirty days prior to registering the prospectus. on the draft offer document within thirty days from the later of the following dates: (a) the date of receipt of the draft offer document under sub-regulation (1). or (c) the date of receipt of clarification or information from any regulator or agency. other intermediaries and the issuer under the Act.

In-principle approval from recognised stock exchanges. if any. (c) a due diligence certificate as per Form A of Schedule VI. at the time of registering the prospectus with the Registrar of Companies. (d) a certificate from a Chartered Accountant. suggestions and observations made by the Board have been incorporated in the offer document. (e) a certificate in the format specified in Part D of Schedule VII. from all the stock exchanges in which the specified securities of the issuer are proposed to be listed. immediately before the opening of the issue. confirming compliance of the conditions mentioned therein. Documents to be submitted before opening of the issue. from all recognised stock exchanges having nationwide trading terminals. a due diligence certificate from the debenture trustee as per Form B of Schedule VI. from all the recognised stock exchanges in which the issuer proposes to get its specified securities listed. before opening of the issue. (f) a due diligence certificate as per Form E of Schedule VI. from all such stock exchanges. (e) a due diligence certificate as per Form D of Schedule VI. accompanying therewith the names and addresses of the promoters who have contributed to the promoters’ contribution and the amount paid by each of them towards such contribution. (c) a copy of the resolution passed by the board of directors of the issuer for allotting specified securities to promoters towards amount received against promoters’ contribution. has been taken.(6) The offer document filed with the Board under this regulation shall also be furnished to the Board in a soft copy in the manner specified in Schedule V. after the issue has opened but before it closes for subscription. (2) The lead merchant bankers shall submit the following documents to the Board after issuance of observations by the Board or after expiry of the period stipulated in sub-regulation (2) of regulation 6 if the Board has not issued observations: (a) a statement certifying that all changes. and (b) in case of a further public offer and rights issue: (i) where the specified securities are listed only on recognised stock exchanges having nationwide trading terminals. before opening of the issue. 7. (d) in case of an issue of convertible debt instruments. (b) a copy of inter-se allocation of responsibilities of each merchant banker. The issuer shall obtain in-principle approval from recognised stock exchanges as follows: (a) in case of an initial public offer. (ii) where the specified securities are not listed on any recognised stock exchange having nationwide trading terminals. in case the issue is managed by more than one merchant banker. certifying that necessary corrective action. (iii) where the specified securities are listed on recognised stock exchanges having nationwide trading terminals as well as on the recognised stock exchanges not having nationwide trading terminals. (1) The lead merchant bankers shall submit the following to the Board along with the draft offer document: (a) a copy of the agreement entered into between the issuer and the lead merchant bankers. 8 . (b) a due diligence certificate as per Form C of Schedule VI. 8. certifying that promoters’ contribution has been received in accordance with these regulations.

4 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. w.09. but is compliant with such provisions at the time of filing of offer document with the Registrar of Companies or designated stock exchange. of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date. if any.f. 9 .f. of its issued equity capital. for comments.e.e.12. 11. after expiry of the period stipulated in sub-regulation (1). 10. for a period of at least twenty one days from the date of such filing.12. 9. Fast Track Issue.e. w. as the case may be. (e) the issuer has been in compliance with the equity listing agreement for a period of at least three years immediately preceding the reference date: 5 [Provided that if the issuer has not complied with the provision of the equity listing agreement relating to composition of board of directors. by hosting it on the websites of the Board. to be made in the draft offer document. (2) The lead merchant bankers shall. for any quarter during the last three years immediately preceding the reference date. 2009. (c) the annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least two per cent.f. of the weighted average number of equity shares available as free float during such six months’ period. whose public shareholding is less than fifteen per cent.09. (1) The draft offer document filed with the Board shall be made public.] 3 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. (b) the average market capitalisation of public shareholding of the issuer is at least 3[five thousand crore rupees]. at the time of filing draft offer document with the recognised stock exchange where the specified securities are proposed to be listed. recognised stock exchanges where specified securities are proposed to be listed and merchant bankers associated with the issue. 2009. for the words “ten thousand crore rupees” w. 11. submit the Permanent Account Number. (2) and (3) of regulation 6 and regulations 7 and 8 shall apply to a public issue or rights issue if the issuer satisfies the following conditions: (a) the equity shares of the issuer have been listed on any recognised stock exchange having nationwide trading terminals for a period of at least three years immediately preceding the reference date. and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the reference date. Draft offer document to be made public. 2009. bank account number and passport number of its promoters to such stock exchange.09.12. 11. if any. (1) Nothing contained in sub-regulations (1). it shall be deemed as compliance with the condition.] (d) the issuer has redressed at least ninety five per cent. file with the Board a statement giving information of the comments received by them or the issuer on the draft offer document during that period and the consequential changes.(3) The issuer shall. the annualised trading turnover of its equity shares has been at least two per cent. of the weighted average number of equity shares listed during such six months’ period: 4 [Provided that for issuers. 5 Inserted by SEBI (Issue of Capital and Disclosure Requirements) Amendment) Regulations.

the following documents along with the offer document: (a) a due diligence certificate as per Form A of Schedule VI including additional confirmations as specified in Form F of Schedule VI. of the net profit or loss after tax of the issuer for the respective years. (b) in case of a fast track issue of convertible debt instruments. 1956. the first issue may be opened within three months of issuance of observations by the Board. as the case may be. as the case may be.the impact of auditors’ qualifications. Opening of an issue. if any. a due diligence certificate from the debenture trustee as per Form B of Schedule VI. or (b) within three months of expiry of the period stipulated in sub-regulation (2) of regulation 6. divided by the number of trading days. the updated offer document or new (f) 10 . (II) “average market capitalisation of public shareholding” means the sum of daily market capitalisation of public shareholding for a period of one year up to the end of the quarter preceding the month in which the proposed issue was approved by the shareholders or the board of the issuer. (h) the entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date. (III) “public shareholding” shall have the same meaning as assigned to it in the equity listing agreement. (2) The issuer shall file the offer document with the Board and the recognised stock exchanges in accordance with sub-regulations (4). (2) In case of shelf prospectus. the date of filing the letter of offer with the designated stock exchange. before registering the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies or filing the letter of offer with the designated stock exchange. 1956. the issue shall open within the period stipulated in sub-section (4) of section 60 of the Companies Act. (1) Subject to the compliance with sub-section (4) of section 60 of the Companies Act. (4) Notwithstanding anything contained in this regulation. Explanation: For the purposes of this regulation: (I) “reference date” means: (a) in case of a public issue by a listed issuer. if the Board has not issued observations: Provided that in case of a fast track issue. if there are changes in the offer document in relation to the matters specified in Schedule VII. file with the Board through the lead merchant bankers. a public issue or rights issue may be opened: (a) within twelve months from the date of issuance of the observations by the Board under regulation 6. (g) no show-cause notices have been issued or prosecution proceedings initiated or pending against the issuer or its promoters or whole time directors as on the reference date. (3) The lead merchant bankers shall submit to the Board. the date of registering the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies. and (b) in case of a rights issue by a listed issuer. an updated offer document highlighting all changes made in the offer document. (3) The issuer shall. on the audited accounts of the issuer in respect of those financial years for which such accounts are disclosed in the offer document does not exceed five per cent. (5) and (6) of regulation 6 and shall pay fees to the Board as specified in Schedule IV. 11.

Underwriting.draft offer document. shall be filed with the Board along with fees specified in Schedule IV. the lead merchant banker or the lead book runner shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations. Minimum subscription. syndicate members. in case of a non-underwritten issue. as the case may be. 13. (7) In case of every underwritten issue. underwriters. (8) Where hundred per cent. of the offer through offer document is underwritten. in the case of an underwritten issue where minimum subscription including devolvement obligations paid by the underwriters is not received within sixty days of the closure of the issue. bankers to the issue. and (b) seventy days of the closure of the issue. who in turn shall enter into underwriting agreement with syndicate members. (1) Where the issuer making a public issue (other than through the book building process) or rights issue. it shall appoint the underwriters in accordance with Securities and Exchange Board of India (Underwriters) Regulations. 11 . all application moneys received shall be refunded to the applicants forthwith. desires to have the issue underwritten. (2) In the event of non-receipt of minimum subscription referred to in sub-regulation (1). (6) A copy of the syndicate agreement shall be filed with the Board before the opening of bids. (1) The minimum subscription to be received in an issue shall not be less than ninety per cent. but not later than: (a) fifteen days of the closure of the issue. 12. (4) Nothing contained in this regulation shall apply to: (a) offer for sale of specified securities. The lead merchant bankers shall dispatch the offer document and other issue material including forms for ASBA to the designated stock exchange. 1992. (2) Where the issuer makes a public issue through the book building process. the lead book runner shall fulfil the underwriting obligations. 1957] of the net offer to public proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 26 and regulation 28 cannot be underwritten. 14. (3) The issuer shall enter into underwriting agreement with the book runner. of the offer through offer document and shall not be restricted upto the minimum subscription level. the underwriting obligations shall be for the entire hundred per cent. of the offer through offer document. 1993. indicating therein the number of specified securities which they shall subscribe to at the predetermined price in the event of undersubscription in the issue. investors’ associations and Self Certified Syndicate Banks in advance. Dispatch of issue material. if public issue is made with at least ten per cent. such issue shall be underwritten by book runners or syndicate members: Provided that fifty per cent. (5) The book runners and syndicate members shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. public offer under clause (b) of sub-rule (2) of rule 19 of the Securities Contracts (Regulation) Rules. (3) The offer document shall contain adequate disclosures regarding minimum subscription as specified in Part A of Schedule VIII. [sixty per cent. (4) If syndicate members fail to fulfil their underwriting obligations.

(b) public issue by infrastructure companies if the disclosures regarding the alternate source of funding of the objects of the issue have been made in the offer document. (1) If the issue size exceeds five hundred crore rupees. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule IX on a half yearly basis. 12 . the equity shares on which there are calls in arrear along with the subscription money already paid on such shares shall be forfeited: Provided that it shall not be necessary to call the outstanding subscription money within twelve months. Monitoring agency. 18. Allotment. an enterprise wholly engaged in the business of (i) developing or (ii) operating and maintaining or (iii) developing. No allotment shall be made by the issuer in excess of the specified securities offered through the offer document: Provided that in case of oversubscription. during the period between the date of registering the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies or filing the letter of offer with the designated stock exchange and the listing of the specified securities offered through the offer document or refund of application moneys. 17. Restriction on further capital issues. 16. Oversubscription. issue of bonus shares or otherwise: (a) in case of a fast track issue. (2) Where specified securities are not allotted and/or application moneys are not refunded within the period stipulated in sub-regulation (1). If the issuer proposes to receive subscription monies in calls. 19. the term “infrastructure company” means. refund and payment of interest. till the proceeds of the issue have been fully utilised. preferential issue. of the net offer to public may be made for the purpose of making allotment in minimum lots. or (b) in case of other issues. No issuer shall make any further issue of specified securities in any manner whether by way of public issue. an allotment of not more than ten per cent. 15. qualified institutions placement. Manner of calls. the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a public financial institution or by one of the scheduled commercial banks named in the offer document as bankers of the issuer: Provided that nothing contained in this clause shall apply to an offer for sale or an issue of specified securities made by a bank or public financial institution. Explanation: For the purpose of clause (b) of sub-regulation (4). the issuer shall undertake to pay interest at such rate and within such time as disclosed in the offer document. rights issue. it shall ensure that the outstanding subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months. (1) The issuer and merchant bankers shall ensure that specified securities are allotted and/or application moneys are refunded within fifteen days from the date of closure of the issue. during the period between the date of filing the draft offer document with the Board and the listing of the specified securities offered through the offer document or refund of application moneys. if the issuer has appointed a monitoring agency in terms of regulation 16. operating and maintaining any infrastructure facility.

(c) the issuer has undertaken to redeem the non-convertible portion of the partly convertible debt instruments of all the holders of the convertible debt instruments who have not agreed to the resolution. it shall ensure that: (i) such assets are sufficient to discharge the principal amount at all times. may be rolled over without change in the interest rate. an auditors’ certificate on the cash flow of the issuer and with comments on the liquidity position of the issuer. subject to compliance with the provisions of section 121 of the Companies Act. approved the rollover through postal ballot. 20. the value of which exceeds fifty lakh rupees. (1) In addition to other requirements laid down in these regulations. 1956 and the following conditions: (a) seventy five per cent. Roll over of non convertible portion of partly convertible debt instruments. an issuer making a public issue or rights issue of convertible debt instruments shall comply with the following conditions: (a) it has obtained credit rating from one or more credit rating agencies. 13 . 21. (iii) where security is already created on such assets in favour of financial institutions or banks or the issue of convertible debt instruments is proposed to be secured by creation of security on a leasehold land. (1) The non-convertible portion of partly convertible debt instruments issued by a listed issuer. bank or lessor for a second or pari passu charge has been obtained and submitted to the debenture trustee before the opening of the issue. (iv) the security/asset cover shall be arrived at after reduction of the liabilities having a first/prior charge. as the case may be. 1956. (2) The creation of fresh security and execution of fresh trust deed shall not be mandatory if the existing trust deed or the security documents provide for continuance of the security till redemption of secured convertible debt instruments. (d) credit rating has been obtained from at least one credit rating agency registered with the Board within a period of six months prior to the due date of redemption and has been communicated to the holders of the convertible debt instruments. (ii) such assets are free from any encumbrance. the consent of such financial institution. sent to all holders of the convertible debt instruments. (c) it has created debenture redemption reserve in accordance with the provisions of section 117C of the Companies Act. 1993. (b) it has appointed one or more debenture trustees in accordance with the provisions of section 117B of the Companies Act. Additional requirements for issue of convertible debt instruments. through a resolution. (2) The issuer shall redeem the convertible debt instruments in terms of the offer document. along with the notice for passing the resolution.unless full disclosures regarding the total number of specified securities and amount proposed to be raised from such further issue are made in such draft offer document or offer document. (d) if the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments. (b) the issuer has. before the roll over. in case the convertible debt instruments are secured by a second or subsequent charge. 1956 and Securities and Exchange Board of India (Debenture Trustees) Regulations. of the holders of the convertible debt instruments of the issuer have.

the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares: Provided that where the upper limit on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue. the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised. (4) The provision of sub-regulation (3) shall not apply if such redemption is in terms of the disclosures made in the offer document. No issuer shall alter the terms (including the terms of issue) of specified securities which may adversely affect the interests of the holders of that specified securities. 24. 22. (1) An issuer shall not convert its optionally convertible debt instruments into equity shares unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non-receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. Issue of convertible debt instruments for financing. at a price which shall not be less than its face value. Explanation: For the purpose of this regulation: (I) Two persons shall be deemed to be “part of the same group” if they belong to the group within the meaning of clause (ef) of section 2 of the Monopolies and Restrictive Trade Practices Act. Conversion of optionally convertible debt instruments into equity share capital. (2) Where the value of the convertible portion of any convertible debt instruments issued by a listed issuer exceeds fifty lakh rupees and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue. (II) The expression “under the same management” shall have the same meaning as assigned to it in sub-section (1B) of section 370 of the Companies Act. Alteration of rights of holders of specified securities. except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class. No issuer shall issue convertible debt instruments for financing replenishment of funds or for providing loan to or for acquiring shares of any person who is part of the same group or who is under the same management: Provided that an issuer may issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments. 1956 (1 of 1956). (3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub-regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders. 23.Provided that whether the issuer is required to create fresh security and to execute fresh trust deed or not shall be decided by the debenture trustee. 14 . 1969 (54 of 1969) or if they own “inter connected undertakings within the meaning of clause (g) of section 2 of the said Act. it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit.

(b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees.ELIGIBILITY REQUIREMENTS Reference date. if: (a) it has net tangible assets of at least three crore rupees in each of the preceding three full years (of twelve months each). (e) if it has changed its name within the last one year. (c) it has a net worth of at least one crore rupees in each of the preceding three full years (of twelve months each). an issuer making a public issue shall satisfy the conditions of this Chapter as on the date of filing draft offer document with the Board and also as on the date of registering the offer document with the Registrar of Companies. the issuer has made firm commitments to utilise such excess monetary assets in its business or project. of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make allotment to the qualified institutional buyers . shall come from the appraisers and the issuer undertakes to allot at least ten per cent. Unless otherwise provided in this Chapter. of the cost of the project is contributed by scheduled commercial banks or public financial institutions. subject to the following: 15 . 25. or (ii) at least fifteen per cent. are held in monetary assets: Provided that if more than fifty per cent. of the revenue for the preceding one full year has been earned by it from the activity indicated by the new name. or (ii) the issuer undertakes to provide market-making for at least two years from the date of listing of the specified securities. (b) it has a track record of distributable profits in terms of section 205 of the Companies Act.CHAPTER III PROVISIONS AS TO PUBLIC ISSUE PART I . of which not less than ten per cent. at least fifty per cent. for at least three out of the immediately preceding five years: Provided that extraordinary items shall not be considered for calculating distributable profits. of the net tangible assets are held in monetary assets. (1) An issuer may make an initial public offer. 1956. of which not more than fifty per cent. Conditions for initial public offer. of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make the allotment to the qualified institutional buyers. (2) An issuer not satisfying any of the conditions stipulated in sub-regulation (1) may make an initial public offer if: (a) (i) the issue is made through the book building process and the issuer undertakes to allot at least fifty per cent. 26. (d) the aggregate of the proposed issue and all previous issues made in the same financial year in terms of issue size does not exceed five times its pre-issue net worth as per the audited balance sheet of the preceding financial year.

(A) the market makers offer buy and sell quotes for a minimum depth of three hundred specified securities and ensure that the bid-ask spread for their quotes does not. (5) No issuer shall make an initial public offer if there are any outstanding convertible securities or any other right which would entitle any person any option to receive equity shares after the initial public offer: Provided that the provisions of this sub-regulation shall not apply to: (a) a public issue made during the currency of convertible debt instruments which were issued through an earlier initial public offer. (3) An issuer may make an initial public offer of convertible debt instruments without making a prior public issue of its equity shares and listing thereof. the issuer has obtained grading for the initial public offer from at least one credit rating agency registered with the Board. (6) Subject to provisions of the Companies Act. 1956 and these regulations. (II) “project” means the object for which monies are proposed to be raised to cover the objects of the issue. excluding intangible assets as defined in Accounting Standard 26 (AS 26) issued by the Institute of Chartered Accountants of India. (b) if the specified securities offered for sale were acquired pursuant to any scheme approved by a High Court under sections 391-394 of the Companies Act. (b) outstanding options granted to employees pursuant to an employee stock option scheme framed in accordance with the relevant Guidance Note or Accounting Standards. (7) No issuer shall make an initial public offer. (4) An issuer shall not make an allotment pursuant to a public issue if the number of prospective allottees is less than one thousand. (B) the inventory of the market makers. of the proposed issue. unless as on the date of registering prospectus or red herring prospectus with the Registrar of Companies. shall be at least five per cent. if the conversion price of such convertible debt instruments was determined and disclosed in the prospectus of the earlier issue of convertible debt instruments. exceed ten per cent. which is engaged in infrastructure sector. issued by the Institute of Chartered Accountants of India in this regard. equity shares may be offered for sale to public if such equity shares have been held by the sellers for a period of at least one year prior to the filing of draft offer document with the Board in accordance with subregulation (1) of regulation 6: Provided that in case equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale. as on the date of allotment of the specified securities. at any time. (III) In case of an issuer which had been a partnership firm. if any. the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation: Provided further that the requirement of holding equity shares for a period of one year shall not apply: (a) in case of an offer for sale of specified securities of a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them. the track record of distributable profits of the partnership firm shall be considered only if the financial statements of the partnership 16 . Explanation: For the purposes of this regulation: (I) “net tangible assets” mean the sum of all net assets of the issuer.. in lieu of business and invested capital which had been in existence for a period of more than one year prior to such approval. 1956.

conform to and are revised in the format prescribed for companies under the Companies Act. 17 . 1956 and also comply with the following: (a) adequate disclosures are made in the financial statements as required to be made by the issuer as per Schedule VI of the Companies Act. (V) “bid-ask spread” means the difference between quotations for sale and purchase. (ii) the accounting standards of the Institute of Chartered Accountants of India have been followed. (iii) the financial statements present a true and fair view of the firm’s accounts. 1956. Conditions for further public offer. (b) the financial statements are duly certified by a Chartered Accountant stating that: (i) the accounts and the disclosures made are in accordance with the provisions of Schedule VI of the Companies Act. An issuer may make a further public offer if it satisfies the conditions specified in clauses (d) and (e) of sub-regulation (1) of regulation 26 and if it does not satisfy those conditions. the track record of distributable profits of the division spun-off shall be considered only if the requirements regarding financial statements as provided for partnership firms in Explanation III are complied with. 27. (IV) In case of an issuer formed out of a division of an existing company. it may make a further public offer if it satisfies the conditions specified in sub-regulation (2) of regulation 26. 1956. (VI) The term “infrastructure sector” includes the facilities or services as specified in Schedule X.business for the period during which the issuer was a partnership firm.

08. 6 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.01. the price of the specified securities offered in the public issue may be different from the price offered in rights issue and justification for such price difference shall be given in the offer document. 2010. 18 .10. the price of the specified securities offered to an anchor investor shall not be lower than the price offered to other applicants. 7 [(d) In case the issuer opts for the alternate method of book building in terms of Part D of Schedule XI. 11.] Price and price band. of the floor price. subject to the following: (a) retail individual investors or retail individual shareholders 6[or employees of the issuer entitled for reservation made under regulation 42 making an application for specified securities of value not more than one lakh rupees.PRICING IN PUBLIC ISSUE Pricing.e. (4) The cap on the price band shall be less than or equal to one hundred and twenty per cent. 30. (2) If the floor price or price band is not mentioned in the red herring prospectus. as the case may be.f. in all the newspapers in which the pre issue advertisement was released. w.] may be offered specified securities at a price lower than the price at which net offer is made to other categories of applicants: Provided that such difference shall not be more than ten per cent.09. (1) An issuer may determine the price of specified securities in consultation with the lead merchant banker or through the book building process.12. the issuer shall announce the floor price or price band at least two working days before the opening of the bid (in case of an initial public offer) and at least one working day before the opening of the bid (in case of a further public offer).e. the issuer may offer specified securities to its employees at a price lower than the floor price: Provided that the difference between the floor price and the price at which specified securities are offered to employees shall not be more than ten per cent. Differential pricing. 28. w. An issuer may offer specified securities at different prices. (3) The announcement referred to in sub-regulation (2) shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled “basis of issue price” in the prospectus. (1) The issuer may mention a price or price band in the draft prospectus (in case of a fixed price issue) and floor price or price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before registering the prospectus with the Registrar of Companies: Provided that the prospectus registered with the Registrar of Companies shall contain only one price or the specific coupon rate. (3) The issuer shall undertake the book building process in a manner specified in Schedule XI.PART II . 7 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations. of the floor price. (c) in case of a composite issue. 2009. (2) An issuer may determine the coupon rate and conversion price of convertible debt instruments in consultation with the lead merchant banker or through the book building process. of the price at which specified securities are offered to other categories of applicants. 29. (b) in case of a book built issue.f.

(1) Subject to the provisions of the Companies Act. 1956. Face value of equity shares. statutory authority or corporation or any special purpose vehicle set up by any of them. an issuer making an initial public offer may determine the face value of the equity shares in the following manner: (a) if the issue price per equity share is five hundred rupees or more. the term “infrastructure sector” includes the facilities or services as specified in Schedule X. the face value of the equity shares shall be ten rupees per equity share: Provided that nothing contained in this sub-regulation shall apply to initial public offer made by any government company. the issuer shall have the option to determine the face value at less than ten rupees per equity share: Provided that the face value shall not be less than one rupee per equity share. Explanation: For the purposes of sub-regulation (4). which is engaged in infrastructure sector. Explanation: For the purposes of this regulation. (2) The disclosure about the face value of equity shares (including the statement about the issue price being “X” times of the face value) shall be made in the advertisements. (b) if the issue price per equity share is less than five hundred rupees. 19 . offer documents and application forms in identical font size as that of issue price or price band.(5) The floor price or the final price shall not be less than the face value of the specified securities. the Act and these regulations. 31. the “cap on the price band” includes cap on the coupon rate in case of convertible debt instruments.

such contribution shall not be at a price lower than the weighted average price of the equity share capital arising out of conversion of such securities. (c) subject to the provisions of clause (a) and (b) above. (b) or (c) of sub-regulation (1). the promoters shall bring in a contribution of at least twenty per cent. the allotment with respect to excess contribution shall be made at a price determined in terms of the provisions of regulation 76 or the issue price. either to the extent of twenty per cent. whichever is higher. (4) The promoters shall satisfy the requirements of this regulation at least one day prior to the date of opening of the issue and the amount of promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank and shall be released to the issuer along with the release of the issue proceeds: Provided that where the promoters’ contribution has already been brought in and utilised. as stipulated in clauses (a). in case of an initial public offer of convertible debt instruments without a prior public issue of equity shares. subject to contributing at least twenty per cent. the promoters shall contribute only by way of subscription to the convertible securities being issued in the public issue and shall undertake in writing to subscribe to the equity shares pursuant to conversion of such securities. minimum promoters’ contribution shall be as follows: (a) the promoters shall contribute twenty per cent. (b) in case of any issue of convertible securities which are convertible or exchangeable on different dates and if the promoters’ contribution is by way of equity shares (conversion price being pre-determined). either by way of equity shares or by way of subscription to the convertible securities: Provided that if the price of the equity shares allotted pursuant to conversion is not predetermined and not disclosed in the offer document.PART III . either to the extent of twenty per cent. (b) in case of a further public offer. of the issue size from their own funds in the form of equity shares: Provided that if the project is to be implemented in stages. (3) In case of a further public offer or composite issue where the promoters contribute more than the stipulated minimum promoters’ contribution. (2) In case of a public issue or composite issue of convertible securities. (1) The promoters of the issuer shall contribute in the public issue as follows: (a) in case of an initial public offer. of the post-issue capital. the promoters’ contribution shall be with respect to total equity participation till the respective stage vis-à-vis the debt raised or proposed to be raised through the public issue. of the proposed issue size or to the extent of twenty per cent. of the project cost in the form of equity shares.PROMOTERS’ CONTRIBUTION Minimum promoters’ contribution. as the case may be. the issuer shall give the cash flow statement disclosing the use of such funds in the offer document. of the proposed issue size or to the extent of twenty per cent. (c) in case of a composite issue. Provided further that where the minimum promoters’ contribution is more than one hundred crore rupees. 32. of the post-issue capital excluding the rights issue component. the promoters shall bring in at least one hundred crore rupees before the date of opening of the issue and the remaining amount may be brought on pro-rata basis before the calls are made to public. not less than twenty per cent. Explanation: For the purpose of this regulation: 20 . of the post issue capital.

the following specified securities shall not be eligible: (a) specified securities acquired during the preceding three years. by promoters in lieu of business and invested capital that had been in existence for a period of more than one year prior to such approval. (b) specified securities acquired by promoters during the preceding one year at a price lower than the price at which specified securities are being offered to public in the initial public offer: Provided that nothing contained in this clause shall apply: (i) if promoters pay to the issuer. where the partners of the erstwhile partnership firms are the promoters of the issuer and there is no change in the management: Provided that specified securities. in case of an issuer formed by conversion of one or more partnership firms. 21 .(I) Promoters’ contribution shall be computed on the basis of the post-issue expanded capital: (a) assuming full proposed conversion of convertible securities into equity shares. if such securities are acquired pursuant to a scheme which has been approved under sections 391-394 of the Companies Act. the difference between the price at which specified securities are offered in the initial public offer and the price at which the specified securities had been acquired. which is engaged in infrastructure sector. the term “infrastructure sector” includes the facilities or services as specified in Schedule X. (b) assuming exercise of all vested options. (ii) if such specified securities are acquired in terms of the scheme under sections 391-394 of the Companies Act. where any employee stock options are outstanding at the time of initial public offer in terms of proviso (b) to sub-regulation (5) of regulation 26. 1956. (c) specified securities allotted to promoters during the preceding one year at a price less than the issue price. allotted to promoters against capital existing in such firms for a period of more than one year on a continuous basis. 33. as approved by a High Court. against funds brought in by them during that period. Explanation: For the purposes of clause (b) of sub-regulation (1). statutory authority or corporation or any special purpose vehicle set up by any of them. (1) For the computation of minimum promoters’ contribution. (2) Specified securities referred to in clauses (a) and (c) of sub-regulation (1) shall be eligible for the computation of promoters’ contribution. (II) For computation of “weighted average price”: (a) “weights” means the number of equity shares arising out of conversion of such specified securities into equity shares at various stages. (iii) to an initial public offer by a government company. 1956. Securities ineligible for minimum promoters’ contribution. or (ii) resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum promoters’ contribution. (d) specified securities pledged with any creditor. (b) “price” means the price of equity shares on conversion arrived at after taking into account predetermined conversion price at various stages. shall be eligible. if they are: (i) acquired for consideration other than cash and revaluation of assets or capitalisation of intangible assets is involved in such transaction.

where the equity shares of the same class which are proposed to be allotted pursuant to conversion or exchange of convertible securities offered through the offer or are proposed to be allotted in the offer have been listed and are not infrequently traded in a recognised stock exchange for a period of at least three years and the issuer has a track record of dividend payment for at least immediately preceding three years: Provided that where promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (b) of sub-regulation (1) of regulation 32. 1997 and the reference date for the purpose of computing the annualised trading turnover referred to in the said Explanation shall be the date of filing the draft offer document with the Board and in case of a fast track issue. (b) a further public offer. the date of filing the offer document with the Registrar of Companies before opening of the issue. the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 76 or the issue price. 34. (c) rights issues.Requirement of minimum promoters’ contribution not applicable in certain cases. whichever is higher. the words “infrequently traded” have the same meaning as assigned to them in Explanation to sub-regulation (5) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. Explanation: For the purpose of clause (b). 22 . The requirements of minimum promoters’ contribution shall not apply in case of: (a) an issuer which does not have any identifiable promoter.

if the entire consideration payable thereon has been paid and no further consideration is payable at the time of their conversion. 35. Lock-in of specified securities held by persons other than promoters. (b) equity shares held by a venture capital fund or a foreign venture capital investor for a period of at least one year prior to the date of filing the draft prospectus with the Board: Explanation: For the purpose of clause (b). Date of commencement of lock in and inscription of non-transferability. in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities. specified securities held by promoters and persons other than promoters shall not be transferable (hereinafter referred to as “lock-in’) from the date of allotment of the specified securities in the proposed public issue for the period stipulated in this Chapter . (b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a period of one year: Provided that excess promoters’ contribution as provided in proviso to clause (b) of regulation 34 shall not be subject to lock-in. the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period and convertible securities shall be deemed to be fully paid-up. whichever is later. Explanation: For the purposes of this clause. 23 .RESTRICTION ON TRANSFERABILITY (LOCK-IN) OF PROMOTERS’ CONTRIBUTION. 36. 37. if the issuer has made full disclosures with respect to such options or scheme in accordance with Part A of Schedule VIII. Lock-in of specified securities lent to stabilising agent under green shoe option. (3) Where the specified securities which are subject to lock-in are partly paid-up and the amount called-up on such specified securities is less than the amount called-up on the specified securities issued to the public. the issuer shall ensure that lock-in is recorded by the depository.PART IV . In a public issue. the expression "date of commencement of commercial production" means the last date of the month in which commercial production in a manufacturing company is expected to commence as stated in the offer document. (1) Save as otherwise provided in this Chapter. Lock-in of specified securities held by promoters. the specified securities held by promoters shall be locked-in for the period stipulated hereunder: (a) minimum promoters’ contribution shall be locked-in for a period of three years from the date of commencement of commercial production or date of allotment in the public issue. In case of an initial public offer. (2) The certificate of specified securities which are subject to lock-in shall contain the inscription “non transferable” and the lock-in period and in case such specified securities are dematerialised. ETC. the entire pre-issue capital held by persons other than promoters shall be locked-in for a period of one year: Provided that nothing contained in this regulation shall apply to: (a) equity shares allotted to employees under an employee stock option or employee stock purchase scheme of the issuer prior to the initial public offer. the “lock-in” shall end only on the expiry of three years after such specified securities have become pari-passu with the specified securities issued to the public.

1997. Pledge of locked-in specified securities. the specified securities held by promoters and locked-in as per regulation 36 may be transferred to another promoter or any person of the promoter group or a new promoter or a person in control of the issuer and the specified securities held by persons other than promoters and locked-in as per regulation 37 may be transferred to any other person holding the specified securities which are locked-in along with the securities proposed to be transferred: Provided that lock-in on such specified securities shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated in these regulations has expired. 24 . Specified securities held by promoters and locked-in may be pledged with any scheduled commercial bank or public financial institution as collateral security for loan granted by such bank or institution. during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub-regulation (5) or (6) of regulation 45: Provided that the specified securities shall be locked-in for the remaining period from the date on which they are returned to the lender. Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations. 40. Transferability of locked-in specified securities. subject to the following: (a) if the specified securities are locked-in in terms of clause (a) of regulation 36. (b) if the specified securities are locked-in in terms of clause (b) of regulation 36 and the pledge of specified securities is one of the terms of sanction of the loan.38. 39. The lock-in provisions of this Chapter shall not apply with respect to the specified securities lent to stabilising agent for the purpose of green shoe option. the loan has been granted by such bank or institution for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the terms of sanction of the loan.

operating and maintaining any infrastructure facility. ETC. or twenty five per cent. syndicate members. and (ii) listed group companies. (ii) not less than fifty per cent. in case of a new issuer. 42. by way of loan or subscription to equity shares or a combination of both. and (b) in case of a further public offer. Reservation on competitive basis. the shareholders of such promoting companies shall not be eligible for the reservation on competitive basis. 1957. the issuer may make reservation on competitive basis out of the issue size excluding promoters’ contribution and net offer to public in favour of the following categories of persons: (a) employees of the issuer including employees of the promoting companies in case of a new issuer. RESERVATIONS. in case of an existing issuer: Provided that if the promoting companies are designated financial institutions or state and central financial institutions.regulation (1) shall apply if the issuer is: (a) a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them. are associated with the issuer as depositors. as the case may be. as the case may be. as on the date of filing the draft offer document with the Board. (2) Nothing contained in sub. (b) shareholders (other than promoters) of: (i) listed promoting companies. the issuer may make reservation on competitive basis out of the issue size excluding promoters’ contribution and net offer to public in favour of the following categories of persons: (a) employees of the issuer including employees of the promoting companies in case of a new issuer. of the project cost is financed by one or more such institutions. bondholders or subscribers to services of the issuer making an initial public offer: Provided that the issuer shall not make the reservation to the issue management team. of the post-issue capital. (1) In case of an issue made through the book building process.PART V . jointly or severally. Minimum offer to public. of the issue size. (1) Subject to the provisions of sub-clause (b) of clause (2) of rule 19 of Securities Contracts (Regulations) Rules. their promoters. irrespective of whether they appraise the project or not. 41. 25 . the net offer to public: (a) in case of an initial public offer. which is engaged in infrastructure sector. or twenty five per cent. (II) The term “infrastructure sector” includes the facilities or services as specified in Schedule X. directors and employees and for the group or associate companies of the issue management team and syndicate members and their promoters. shall be at least ten per cent. (c) persons who. an enterprise wholly engaged in the business of (i) developing or (ii) operating and maintaining or (iii) developing. (2) In case of an issue made other than through the book building process. (b) an infrastructure company fulfilling the following conditions: (i) its project has been appraised by one or more public financial institutions. shall be at least ten per cent. directors and employees. Explanation: For the purpose of this regulation: (I) The term “infrastructure company” means.MINIMUM OFFER TO PUBLIC.

(b) not less than fifteen per cent. have business association as depositors.09. spill-over to the extent of under-subscription shall be permitted from the reserved category to the net public offer category. of the post issue capital of the issuer].(b) shareholders (other than promoters) of: (i) listed promoting companies. to retail individual investors. and (ii) listed group companies. if any. of the issue size” w. to non-institutional investors. (3) In case of a further public offer (not being a composite issue). of the issue size. for the words “ten per cent. Explanation: For the purposes of this regulation: (I) The term "reservation on competitive basis” means reservation wherein specified securities are allotted in proportion of the number of specified securities applied for in respect of a particular reserved category to the number of specified securities reserved for that category. the allocation in the net offer to public category shall be made as follows: (a) not less than thirty five per cent. (f) in case of under-subscription in the net offer to the public category. (2) In an issue made through the book building process. in the case of a new issuer. the issuer may make reservation on competitive basis out of the issue size excluding promoters’ contribution and net offer to public in favour of retail individual shareholders of the issuer. as the case may be. (II) The term “new issuer” means an issuer which has not completed twelve months of commercial operation and its audited operative results are not available.12. 8 26 . 9 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.09. Allocation in net offer to public. 2009.e. 43. a single applicant in the reserved category may make an application for a number of specified securities which exceeds the reservation. of the issue size. in the case of an existing issuer: Provided that if the promoting companies are designated financial institutions or state and central financial institutions. (d) no further application for subscription in the net offer to public category shall be entertained from any person (except an employee and retail individual shareholder) in favour of whom reservation on competitive basis is made.e. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.] (5) In the case of reserved categories. after such inter-se adjustments among the reserved categories shall be added to the net offer to the public category. (1) No person shall make an application in the net offer to public category for that number of specified securities which exceeds the number of specified securities offered to public. shall not exceed one lakh rupees. (g) 9[value of allotment to any employee in pursuance of reservation made under subregulations (1) or (2). 11. bondholders and subscribers to services with the issuer making an initial public offer shall not exceed five per cent.12. 2009. (4) The reservation on competitive basis shall be subject to following conditions: (a) the aggregate of reservations for employees shall not exceed 8[five per cent. w. the shareholders of such promoting companies shall not be eligible for the reservation on competitive basis. (b) reservation for shareholders shall not exceed ten per cent.f.f. 11. (e) any unsubscribed portion in any reserved category may be added to any other reserved category and the unsubscribed portion. (c) reservation for persons who as on the date of filing the draft offer document with the Board.

if the retail individual investor category is entitled to more than fifty per cent. of the net offer to public shall be allotted to qualified institutional buyers: Provided further that where the issuer is required to allocate sixty per cent. Explanation: For the purpose of sub-regulation (4). allocation available in terms of clause (c). on proportionate basis. (3) In an issue made through the book building process. to allot specified securities to the stabilising agent. 1957. subject to disclosures specified in this regard in Part A of Schedule VIII: Provided that any such arrangement shall provide for an offer to purchase up to a maximum of one thousand specified securities per original resident retail individual allottee at the issue price within a period of six months from the last date of despatch of security certificates or credit of demat account. subject to the following: (a) the issuer has been authorized. by a resolution passed in the general meeting of shareholders approving the public issue. the term “safety net arrangement” means an arrangement provided by the issuer under which a person offers to purchase specified securities from the original resident retail individual allottees at the issue price. Safety-net arrangement. 44. (c) the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category. on the expiry of the stabilisation period. Explanation: For the purpose of this regulation. the retail individual investors shall be allocated that higher percentage. of the net offer to public to qualified institutional buyers in terms of the provisions of sub-clause (b) of clause (2) of rule 19 of Securities Contracts (Regulations) Rules. of the portion available for allocation to qualified institutional buyers to an anchor investor in accordance with the conditions specified in this regard in Schedule XI. irrespective of the number of specified securities applied for. 45. five per cent. allocation in the net offer to public category shall be made as follows: (a) minimum fifty per cent. (4) In an issue made other than through the book building process. An issuer may provide for a safety-net arrangement for the specified securities offered in any public issue in consultation with the merchant banker after ascertaining the financial capacity of the person offering the safety-net arrangement. Price stabilisation through green shoe option. to retail individual investors. mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. the issuer may allocate upto thirty per cent. and (ii) other investors including corporate bodies or institutions. and ten per cent. respectively: Provided further that in addition to five per cent. (c) 27 . to qualified institutional buyers. of which shall be allocated to mutual funds: Provided that in case of an issue made in terms of sub-clause (i) of clause (a) of subregulation (2) of regulation 26. (1) An issuer making a public issue of specified securities may provide green shoe option for stabilising the post listing price of its specified securities.not more than fifty per cent. and (b) remaining to: (i) individual applicants other than retail individual investors. if required. at least fifty per cent. allocation to retail individual investors and non-institutional investors shall be thirty per cent.

quantity to be bought and the price at which such securities are to be bought from the market. (e) subject to clause (d). to all the recognised stock exchanges where the specified securities allotted (b) 28 . who shall be responsible for the price stabilisation process. as the case may be. may lend specified securities to the extent of the proposed overallotment. (f) the draft and final offer documents shall contain all material disclosures about the green shoe option specified in this regard in Part A of Schedule VIII. of the issue size. if the stabilising agent has not been able to buy specified securities from the market to the extent of such securities over-allotted. (6) On expiry of the stabilisation period. which shall not be in excess of fifteen per cent. in any case not later than two working days after the end of the stabilization period. the issuer and the stabilising agent have entered into an agreement. the stabilising agent shall determine the relevant aspects including the timing of buying such securities.allotment”). (7) The issuer shall make a listing application in respect of the further specified securities allotted under sub-regulation (6). (g) in case of an initial public offer pre-issue shareholders and promoters and in case of a further public offer pre-issue shareholders holding more than five per cent. within five days of the closure of the stabilisation period and such specified securities shall be returned to the promoters or pre-issue shareholders by the stabilising agent in lieu of the specified securities borrowed from them and the account with the depository participant shall be closed thereafter. with a bank for crediting the monies received from the applicants against the over-allotment and a special account with a depository participant for crediting specified securities to be bought from the market during the stabilisation period out of the monies credited in the special bank account. the lead merchant banker or lead book runner. (5) The specified securities bought from the market and credited in the special account with the depository participant shall be returned to the promoters or pre-issue shareholders immediately.the issuer has appointed a merchant banker or book runner. distinct from the issue account. specifying therein the maximum number of specified securities that may be borrowed for the purpose of allotment or allocation of specified securities in excess of the issue size (hereinafter referred to as the “over. shall determine the amount of specified securities to be over-allotted in the public issue. (d) prior to filing the offer document with the Board. the issuer shall allot specified securities at issue price in dematerialised form to the extent of the shortfall to the special account with the depository participant. (2) For the purpose of stabilisation of post-listing price of the specified securities. from amongst the merchant bankers appointed by the issuer as a stabilising agent. (4) The stabilising agent shall open a special account. specified securities and promoters. (c) prior to filing the draft offer document with the Board. the stabilising agent has entered into an agreement with the promoters or pre-issue shareholders or both for borrowing specified securities from them in accordance with clause (g) of this sub-regulation. (h) the specified securities borrowed shall be in dematerialised form and allocation of these securities shall be made pro-rata to all successful applicants. stating all the terms and conditions relating to the green shoe option including fees charged and expenses to be incurred by the stabilising agent for discharging his responsibilities. in consultation with the stabilising agent. (3) The stabilisation process shall be available for a period not exceeding thirty days from the date on which trading permission is given by the recognised stock exchanges in respect of the specified securities allotted in the public issue.

which shall be in the formats specified in Parts B and C of Schedule XIII. 48. date and time in respect of each transaction effected in the course of the stabilisation process. (8) The stabilising agent shall remit the monies with respect to the specified securities allotted under sub-regulation (6) to the issuer from the special bank account. 46. and (c) The details of allotment made by the issuer on expiry of the stabilisation process. (1) The issuer shall stipulate in the offer document. after registering the red herring prospectus (in case of a book built issue) or prospectus (in case of fixed price issue) with the Registrar of Companies. (2) The pre-issue advertisement shall be in the format and shall contain the disclosures specified in Part A of Schedule XIII. Issue opening and issue closing advertisement for public issue. (2) The issuer shall invite applications in multiples of the minimum application value. Period of subscription. the issuer shall. (11) The stabilising agent shall maintain a register for a period of at least three years from the date of the end of the stabilisation period and such register shall contain the following particulars: (a) The names of the promoters or pre-issue shareholders from whom the specified securities were borrowed and the number of specified securities borrowed from each of them. of the issue price: 29 . the minimum application size in terms of number of specified securities which shall fall within the range of minimum application value of five thousand rupees to seven thousand rupees. 47. an illustration whereof is given in Schedule XIV. make a pre-issue advertisement in one English national daily newspaper with wide circulation. (1) A public issue shall be kept open for at least three working days but not more than ten working days including the days for which the issue is kept open in case of revision in price band. (3) The minimum sum payable on application shall not be less than twenty five per cent. (b) The price. (1) Subject to the provisions of section 66 of the Companies Act. 49. 1956. Minimum application value.in the public issue are listed and the provisions of Chapter VII shall not be applicable to such allotment. (10) The stabilising agent shall submit a report to the stock exchange on a daily basis during the stabilisation period and a final report to the Board in the format specified in Schedule XII. An issuer may issue advertisements for issue opening and issue closing advertisements. the bidding (issue) period disclosed in the red herring prospectus shall be extended for a minimum period of three working days: Provided that the total bidding period shall not exceed ten working days. Pre-issue advertisement for public issue. (9) Any monies left in the special bank account after remittance of monies to the issuer under subregulation (8) and deduction of expenses incurred by the stabilising agent for the stabilisation process shall be transferred to the Investor Protection and Education Fund established by the Board and the special bank account shall be closed soon thereafter. (2) In case the price band in a public issue made through the book building process is revised. Hindi national daily newspaper with wide circulation and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated.

Provided that in case of an offer for sale. 2009. shall not exceed one lakh rupees. (1) The allotment of specified securities to applicants other than anchor investors shall be on proportionate basis within the specified investor categories and the number of securities allotted shall be rounded off to the nearest integer. Allotment procedure and basis of allotment. 1956.12. the issue price payable for each specified security shall be brought in at the time of application. 10 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.e.09. 50. Explanation: For the purpose of this regulation. subject to minimum allotment being equal to the minimum application size as determined and disclosed by the issuer: 10 [Provided that value of specified securities allotted to any person in pursuance of reservation made under clause (a) of sub-regulation (1) or clause (a) of sub-regulation (2) of regulation 42. w. The post-issue lead merchant banker shall ensure that moneys received in respect of the issue are released to the issuer in compliance with the provisions of section 73 of the Companies Act. 30 .] (2) The executive director or managing director of the designated stock exchange along with the post issue lead merchant bankers and registrars to the issue shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in Schedule XV. 11.f. Utilisation of subscription money. 51. “minimum application value” shall be with reference to the issue price of the specified securities and not with reference to the amount payable on application.

53. 54. 31 . pricing and period of subscription. along with the requisite application money. Restriction on rights issue. abridged letter of offer. it shall not make an application for listing of any of its specified securities on any recognised stock exchange for a period of twelve months from the record date announced under sub-regulation (1): Provided that the issuer may seek listing of its equity shares allotted pursuant to conversion or exchange of convertible securities issued prior to the announcement of the record date. (3) If the issuer withdraws the rights issue after announcing the record date. 52. Letter of offer. 55. (6) A rights issue shall be open for subscription for a minimum period of fifteen days and for a maximum period of thirty days. (4) Where any shareholder makes an application on application form as well as on plain paper. Pre-Issue Advertisement for rights issue. (2) The shareholders who have not received the application form may apply in writing on a plain paper. (2) The equity shares reserved for the holders of fully or partially convertible debt instruments shall be issued at the time of conversion of such convertible debt instruments on the same terms on which the equity shares offered in the rights issue were issued. on the recognised stock exchange where its securities are listed. (5) The issue price shall be decided before determining the record date which shall be determined in consultation with the designated stock exchange.CHAPTER IV RIGHTS ISSUE Record Date. along with application form. (2) The issuer shall not withdraw rights issue after announcement of the record date. the application is liable to be rejected. shall be dispatched through registered post or speed post to all the existing shareholders at least three days before the date of opening of the issue: Provided that the letter of offer shall be given by the issuer or lead merchant banker to any existing shareholder who has made a request in this regard. (3) The shareholders making application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (1) The issuer shall issue an advertisement for rights issue disclosing the following: (a) the date of completion of despatch of abridged letter of offer and the application form. (1) The abridged letter of offer. unless it has made reservation of equity shares of the same class in favour of the holders of such outstanding convertible debt instruments in proportion to the convertible part thereof. (b) the centres other than registered office of the issuer where the shareholders or the persons entitled to receive the rights entitlements may obtain duplicate copies of the application forms in case they do not receive the application form within a reasonable time after opening of the rights issue. (1) No issuer shall make a rights issue of equity shares if it has outstanding fully or partly convertible debt instruments at the time of making rights issue. (1) A listed issuer making a rights issue shall announce a record date for the purpose of determining the shareholders eligible to apply for specified securities in the proposed rights issue.

e. (f) a statement to the effect that if the shareholder makes an application on plain paper and also on application form both his applications shall be liable to be rejected at the option of the issuer. 2009. client ID.] Utilisation of funds raised in rights issue. ledger folio numbers. at least three days before the date of opening of the issue. 56. to make the application on a plain paper specifying therein necessary particulars such as name. one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. etc. additional shares if any. (d) a format to enable the shareholders entitled to apply against their rights entitlements. (2) The advertisement shall be made in at least one English national daily newspaper with wide circulation. amount to be paid along with application.12. (e) a statement that the applications can be directly sent by the shareholders entitled to apply against rights entitlements through registered post together with the application moneys to the issuer's designated official at the address given in the advertisement. Subject to other applicable provision of these regulations the issuer may make reservation for its employees alongwith rights issue subject to the condition that value of allotment to any employee shall not exceed one lakh rupees.f. 11 [Reservation for employees alongwith rights issue.(c) a statement that if the shareholders entitled to receive the rights entitlements have neither received the original application forms nor they are in a position to obtain the duplicate forms. depository participant ID. 11. 32 . w. and particulars of cheque. to be drawn in favour of the issuer’s account. ratio of rights issue. The issuer shall utilise funds collected in rights issues after the finalisation of the basis of allotment. number of equity shares entitled and applied for. they may make application in writing on a plain paper to subscribe to the rights issue. 11 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.09. address. 55A. number of equity shares held. issue price.

by an applicant who: (i) is a resident retail individual investor. by an applicant who: (i) holds the shares of the issuer in dematerialised form as on the record date and has applied for entitlements and/or additional equity shares in dematerialised form. (1) The offer document shall contain all material disclosures which are true and adequate so as to enable the applicants to take an informed investment decision. it read as: “(5) The issuer shall provide the facility of ASBA in all book built public issues and rights issues.2010.” 13 Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. 2010. in accordance with the procedure specified by the Board.” 12 33 .f. the issuer shall provide the facility of ASBA in accordance with the procedure and eligibility criteria specified by the Board. Prior to omission. 2010. and (ii) the disclosures specified in Part A of Schedule VIII. 01. (b) in a rights issue. Abridged prospectus. 1956 and additional disclosures as specified in Part D of Schedule VIII. 1956. where not more than one payment option is given. (2) The abridged letter of offer shall contain the disclosures as specified in Part F of Schedule VIII. with single option as to the number of shares bid for. (iii) is applying through blocking of funds in a bank account with the self certified syndicate banks. (3) The abridged prospectus and abridged letter of offer shall not contain any matter extraneous to the contents of the offer document. (2) Without prejudice to the generality of sub-regulation (1): (a) the red-herring prospectus. (b) the letter of offer shall contain disclosures as specified in Part E of Schedule VIII. w. 58. (v) is not bidding under any of the reserved categories. (iv) has agreed not to revise his bid. shelf prospectus and prospectus shall contain: (i) the disclosures specified in Schedule II of the Companies Act. (iii) is not a renouncee.e. (ii) is bidding at cut-off. 57. as the case may be. subject to the provisions of Parts B and C thereof. abridged letter of offer and ASBA. 12 [(5) In all public issues and rights issues.e. where not more than one payment option is given to the retail individual investors.2010.CHAPTER V MANNER OF DISCLOSURES IN THE OFFER DOCUMENTS Manner of disclosures in the offer document. (1) The abridged prospectus shall contain the disclosures of the memorandum prescribed under sub-section (3) of section 56 of the Companies Act.f. w.01. (ii) has not renounced his entitlements in full or in part.] 13 [(6) ***] Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.01. Prior to substitution. 01. (4) Every application form including ASBA form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus or abridged letter of offer. (iv) who is applying through blocking of funds in a bank account with the Self Certified Syndicate Bank. it read as: “(6) An application through ASBA form may be made: (a) in a public issue.

shall prominently disclose that: (a) the issuer is proposing to make a public issue or rights issue of the specified securities and has filed a draft offer document with the Board or has filed the red herring prospectus or prospectus with the Registrar of Companies or the letter of offer with the designated stock exchange. (1) Any public communication including advertisement and publicity material issued by the issuer or research report made by the issuer or any intermediary concerned with the issue or their associates shall contain only factual information and shall not contain projections.. true and fair disclosure of all material developments which take place during the following period mentioned in this sub-regulation. 34 . as the case may be. relating to its business and securities and also relating to the business and securities of its subsidiaries. estimates. advertisements and research reports. between the date of registering final prospectus or the red herring prospectus. and the date of allotment of specified securities. (b) the draft offer document. in any manner. 59. 60. whether in cash or kind or services or otherwise to any person for making an application for allotment of specified securities: Provided that nothing contained in this regulation shall apply to fees or commission for services rendered in relation to the issue.CHAPTER VI GENERAL OBLIGATIONS OF ISSUER AND INTERMEDIARIES WITH RESPECT TO PUBLIC ISSUE AND RIGHTS ISSUE Prohibition on payment of incentives. publicity materials. the expression “person connected with the issue” includes a person connected with the distribution of the issue. etc. as the case may be: (a) in case of public issue. No person connected with the issue shall offer any incentive. as the case may be. which may have a material effect on the issuer. conjectures. Explanation: For the purpose of this regulation. lead merchant bankers or lead book runners. or any matter extraneous to the contents of the offer document. whether direct or indirect. (3) All public communications and publicity material issued or published in any media during the period commencing from the date of filing draft offer document with the Board till the date of allotment of securities offered in the issue. red herring prospectus or final offer document. Public communications. is available on the website of the Board. (4) The issuer shall make prompt. it shall be prominently displayed or announced in such public communication or publicity material that the issuer is proposing to make a public or rights issue of specified securities in the near future and is in the process of filing a draft offer document with the Board. group companies. by issuing public notices in all the newspapers in which the issuer had issued pre-issue advertisement under regulation 47 or regulation 55. with the Registrar of Companies. (b) in case of a rights issue. etc. (2) All public communications and publicity material issued or published in any media during the period commencing from the date of the meeting of the board of directors of the issuer in which the public issue or rights issue is approved till the date of filing draft offer document with the Board shall be consistent with its past practices: Provided that where such public communication or publicity material is not consistent with the past practices of the issuer. between the date of filing the letter of offer with the designated stock exchange and the date of allotment of the specified securities. as the case may be.

during any conference or at any other time. (m) an issue advertisement displayed on a billboard shall not contain information other than that specified in Parts A. in any manner. the risk factors shall not be scrolled on the television screen and the advertisement shall advise the viewers to refer to the red herring prospectus or other offer document for details. (i) no issue advertisement shall appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television. gross profit. the issuer shall obtain approval from the lead merchant bankers responsible for marketing the issue and shall also make copies of all issue related materials available with the lead merchant bankers at least till the allotment is completed. of the offer through offer document has been subscribed and a certificate has been obtained to that effect from the registrar to the issue: Provided that such announcement shall not be made before the date on which the issue is to be closed. (b) if it reproduces or purports to reproduce any information contained in an offer document. data for the past three years shall also be included alongwith particulars relating to sales. release. whether in cash or kind or services or otherwise. celebrities. reserves. net profit. (9) An announcement regarding closure of issue shall be made only after the lead merchant banker(s) is satisfied that at least ninety per cent. 35 . (8) No advertisement shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription. legal terminology or complex language and excessive details which may distract the investor. concise and understandable language. promise or forecast which is untrue or misleading.(5) The issuer shall not. B and C of Schedule XIII. expletives or non-factual and unsubstantiated titles. (6) In respect of all public communications. whether direct or indirect. (e) if it presents any financial data. any material or information which is not contained in the offer document. as applicable. fictional characters. any intermediary concerned with the issue or their associates shall comply with the following: (a) it shall be truthful. (10) No advertisement or distribution material with respect to the issue shall contain any offer of incentives. earnings per share. (d) it shall not include any issue slogans or brand names for the issue except the normal commercial name of the issuer or commercial brand names of its products already in use. fair and shall not be manipulative or deceptive or distorted and it shall not contain any statement. (h) no issue advertisement shall display models. landmarks or caricatures or the likes. (c) it shall be set forth in a clear. (7) Any advertisement or research report issued or caused to be issued by an issuer. (l) if an advertisement or research report contains highlights. (n) an issue advertisement which contains highlights or information other than the details contained in the format as specified in Parts A and B of Schedule XIII shall contain risk factors. dividends and the book values. (k) no issue advertisement shall contain slogans. (g) no issue advertisement shall contain statements which promise or guarantee rapid increase in profits. it shall reproduce such information in full and disclose all relevant facts and not be restricted to select extracts relating to that information. (f) no advertisement shall use extensive technical. issue advertisements and publicity materials. (j) in any issue advertisement on television screen. directly or indirectly. it shall also contain risk factors with equal importance in all respects including print size of not less than point seven size. share capital.

directors. disclosed to the public by the issuer by updating the offer document or otherwise. periodical reports and press releases. Explanation: For the purpose of this regulation. which may give an exaggerated picture of such performance or activities. The issuer shall appoint a compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances. the term “securities laws” means the Companies Act. including at road shows. refund. despatch and giving instructions to syndicate members. shall be given by the issuer or any member of the issue management team or syndicate to any particular section of the investors or to any research analyst in any manner whatsoever. Appointment of Compliance Officer. 61. 1956. presentations. if it contains: (a) Statements made about the performance or activities of the issuer without necessary explanatory or qualifying statements. 63. Redressal of investor grievances. (1) The issuer and lead merchant bankers shall ensure that the contents of offer documents hosted on the websites as required in these regulations are the same as that of their printed versions as filed with the Registrar of Companies. The post-issue lead merchant bankers shall actively associate himself with post-issue activities such as allotment. guidelines or circulars made or issued by the Board. 1996 and the rules and regulations made thereunder and the regulations. the Securities Contracts (Regulation) Act. 1956. (II) An issue advertisement shall be considered to be misleading. Copies of offer documents to be available to public. to the performance of the issuer during the period commencing from the date of the resolution of the board of directors of the issuer approving the public issue or rights issue till the date of allotment of specified securities offered in such issue.(11) No product advertisement shall contain any reference. 62. Self Certified Syndicate Banks and other intermediaries and shall regularly monitor redressal of investor grievances arising therefrom. the Act. (3) The lead merchant bankers or the recognised stock exchange may charge a reasonable sum for providing the copy of the offer document. (13) No selective or additional information or information which is extraneous to the information disclosed to the public through the offer document or otherwise. (b) An inaccurate portrayal of past performance or its portrayal in a manner which implies that past gains or income will be repeated in the future. documentaries about the issuer or its promoters. (12) A research report may be prepared only on the basis of information. interviews by its promoters. Due diligence. the Depositories Act. in research or sales reports or at bidding centres. Board and the stock exchanges. duly authorized employees or representatives of the issuer. Explanation: For the purpose of this regulation: (I) “public communication or publicity material” includes corporate. 36 . general or special orders. (2) The lead merchant bankers and the recognised stock exchange shall provide copies of the draft offer document and final offer document to the public as and when requested. product and issue advertisements of the issuer. directly or indirectly.

(2) Any act of omission or commission on the part of any of the intermediaries noticed during such visits shall be duly reported to the Board. (1) The post-issue merchant banker shall maintain close co-ordination with the registrars to the issue and arrange to depute its officers to the offices of various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from collecting bank branches and/or Self Certified Syndicate Banks. along with the final post issue report. 65. despatch of security certificates and refund orders are completed and securities are listed. credit to their demat account or refund of application moneys and the listing agreement is entered into by the issuer with the stock exchange and listing/ trading permission is obtained. number. one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. within three days of closure of the issue (b) final post issue report as specified in Parts C and D of Schedule XVI. (2) The post-issue merchant banker shall ensure that issuer. date of completion of despatch of refund orders or instructions to Self Certified Syndicate Banks by the Registrar. brokers or any other entity connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors’ response to the issue. (3) The lead merchant banker shall submit a due diligence certificate as per the format specified in Form G of Schedule VI. to fulfil their obligations as disclosed by them in the offer document and as required in terms of these Regulations. value and percentage of all applications including ASBA. (2) The lead merchant bankers shall call upon the issuer. (4) The responsibility of the lead merchant banker shall continue even after the completion of issue process. its promoters or directors or in case of an offer for sale. (1) The lead merchant banker shall submit post-issue reports to the Board in accordance with sub-regulation (2).issue reports. value and percentage of successful allottees for all applications including ASBA. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation. basis of allotment. etc. Post. 66. Co-ordination with Intermediaries. number. during the period when the public issue is still open for subscription by the public. 37 . the selling shareholders. advisors. (3) The post-issue merchant banker shall continue to be responsible for post-issue activities till the subscribers have received the securities certificates.64. Post-issue Advertisements. (1) The lead merchant bankers shall exercise due diligence and satisfy himself about all the aspects of the issue including the veracity and adequacy of disclosure in the offer documents. within fifteen days of the date of finalisation of basis of allotment or within fifteen days of refund of money in case of failure of issue. processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised. 67. (2) The post-issue reports shall be submitted as follows: (a) initial post issue report as specified in Parts A and B of Schedule XVI. date of despatch of certificates and date of filing of listing application. (1) The post-issue merchant banker shall ensure that advertisement giving details relating to oversubscription.

(4) In case of undersubscribed issues. (4) The issuer shall ensure that transactions in securities by the promoter and promoter group during the period between the date of registering the offer document with the Registrar of Companies or filing the letter of offer with the designated stock exchange. Audited financial statements in the offer document. the issue shall be kept open for the required number of days to avoid any dispute. as the case may be and the date of closure of the issue shall be reported to the recognised stock exchanges where the specified securities of the issuer are listed. the merchant banker shall furnish information in respect of underwriters who have failed to meet their underwriting devolvement to the Board in the format specified in Schedule XVII. the merchant banker shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within a period of ten days from the date of closure of the issue. etc. allotment letters and share certificates is done by way of registered post or certificate of posting. The merchant banker shall ensure that the information contained in the offer document and the particulars as per audited financial statements in the offer document are not more than six months old from the issue opening date. (2) The post-issue merchant banker shall ensure payment of interest to the applicants for delayed dispatch of allotment letters. at a later date. (3) In case of absence of definite information about subscription figures. as may be applicable. 69. 38 .(3) In case there is a devolvement on underwriters. (1) The post-issue merchant banker shall ensure that the despatch of refund orders. by the underwriters in respect of their liability. Other responsibilities. refund orders. (5) The post-issue merchant banker shall confirm to the bankers to the issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. within twenty four hours of the transactions. 68. as per the disclosure made in the offer document.

(b) in case of preferential issue of convertible securities. 71. if adequate disclosures about the plan and process proposed to be followed for identifying the allottees are given in the explanatory statement to notice for the general meeting of shareholders. held by the proposed allottees in the issuer are in dematerialised form. (3) The provisions of regulation 73 and regulation 76 shall not apply to a preferential issue of equity shares and compulsorily convertible debt instruments. Conditions for preferential issue. (2) The issuer shall not make preferential issue of specified securities to any person who has sold any equity shares of the issuer during the six months preceding the relevant date: Provided that in respect of the preferential issue of equity shares and compulsorily convertible debt instruments. the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue: Provided that in case of preferential issue of equity shares pursuant to a scheme approved under the Corporate Debt Restructuring framework of Reserve Bank of India. whether fully or partly. 1956. (2) The provisions of this Chapter relating to pricing and lock-in shall not apply to equity shares allotted to any financial institution within the meaning of sub-clauses (ia) and (ii) of clause (h) of section 2 of the Recovery of Debts due to Banks and Financial Institutions Act. "relevant date" means: (a) in case of preferential issue of equity shares. 1985: Provided that the lock-in provisions of this Chapter shall apply to such preferential issue of equity shares. (1) The provisions of this Chapter shall not apply where the preferential issue of equity shares is made: (a) pursuant to conversion of loan or option attached to convertible debt instruments in terms of sub-sections (3) and (4) of sections 81 of the Companies Act. the date of approval of the Corporate Debt Restructuring Package shall be the relevant date. 1993 (51 of 1993). For the purpose of this Chapter. if: (a) a special resolution has been passed by its shareholders. where the Board has granted relaxation to the issuer in terms of regulation 29A of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. either the relevant date referred to in clause (a) of this regulation or a date thirty days prior to the date on which the holders of the convertible securities become entitled to apply for the equity shares. 72. if any. (c) the issuer is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the recognised stock exchange where the equity shares of the issuer are listed.CHAPTER VII PREFERENTIAL ISSUE Chapter VII not to apply in certain cases. 70. Relevant date. the Board may grant relaxation from the requirements of this 39 . 1956. (d) the issuer has obtained the Permanent Account Number of the proposed allottees. whether fully or partly. (b) pursuant to a scheme approved by a High Court under section 391 to 394 of the Companies Act. (c) in terms of the rehabilitation scheme approved by the Board of Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act. (1) A listed issuer may make a preferential issue of specified securities. 1997. (b) all the equity shares.

the percentage of post preferential issue capital that may be held by them and change in control. the preferential issue of 40 . 1997 or any approval or permission by any regulatory authority or the Central Government for allotment is pending. 2002. the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent qualified valuer. (f) an undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so. (1) The issuer shall. (c) the shareholding pattern of the issuer before and after the preferential issue. (d) the time within which the preferential issue shall be completed. if the Board has granted relaxation in terms of regulation 29A of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. the specified securities shall continue to be locked. from the issuer. associates and related entities for consideration other than cash. disclose the following in the explanatory statement to the notice for the general meeting proposed for passing special resolution: (a) the objects of the preferential issue. Disclosures. (b) the proposal of the promoters. certifying that the issue is being made in accordance with the requirements of these regulations. the period of fifteen days shall be counted from the date of order on such application or the date of approval or permission. the term ‘valuer’ has the same meaning as is assigned to it under clause (r) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Sweat Equity) Regulations. 1956 or any other applicable law. which shall be submitted to the recognised stock exchanges where the equity shares of the issuer are listed: Provided that if the recognised stock exchange is not satisfied with the appropriateness of the valuation. in the issuer consequent to the preferential issue. 73. Explanation: For the purpose of sub-regulation (3). their relatives. (e) the identity of the proposed allottees. Allotment pursuant to special resolution. (2) The issuer shall place a copy of the certificate of its statutory auditor before the general meeting of the shareholders. in addition to the disclosures required under section 173 of the Companies Act. 1997. directors or key management personnel of the issuer to subscribe to the offer. as the case may be: Provided further that where the Board has granted relaxation to the issuer in terms of regulation 29A of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.in till the time such amount is paid by the allottees.sub-regulation. if any. (1) Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of such resolution: Provided that where any application for exemption from the applicability of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. (4) The special resolution shall specify the relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated. 74. 1997 to such preferential allotment. (g) an undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations. considering the proposed preferential issue. it may get the valuation done by any other valuer and for this purpose it may obtain any information. as deemed necessary. (3) Where specified securities are issued on a preferential basis to promoters.

(4) Any preferential issue of specified securities. or (b) The average of the weekly high and low of the closing prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date. the difference shall be paid by the allottees to the issuer. 75.equity shares and compulsorily convertible debt instruments. whether fully or partly. or (b) the average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the period shares have been listed preceding the relevant date. the equity shares shall be allotted at a price not less than higher of the following: (a) The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the six months preceding the relevant date. the equity shares shall be allotted at a price not less than the higher of the following: (a) the price at which equity shares were issued by the issuer in its initial public offer or the value per share arrived at in a scheme of arrangement under sections 391 to 394 of the Companies Act. ‘stock exchange’ means any of the recognised stock exchanges in which the equity shares are listed and in which the highest trading volume in respect of 41 . (3) Where the price of the equity shares is determined in terms of sub-regulation (2). shall be made at a price not less than the average of the weekly high and low of the closing prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date. 1956. as the case may be. Pricing of equity shares. pursuant to which the equity shares of the issuer were listed. (2) If the allotment of specified securities is not completed within fifteen days from the date of special resolution. Explanation: For the purpose of this regulation. such price shall be recomputed by the issuer on completion of six months from the date of listing on a recognised stock exchange with reference to the average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during these six months and if such recomputed price is higher than the price paid on allotment. a fresh special resolution shall be passed and the relevant date for determining the price of specified securities under this Chapter will be taken with reference to the date of latter special resolution. to qualified institutional buyers not exceeding five in number. (1) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of six months or more as on the relevant date. The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment. Tenure of convertible securities. or (c) the average of the weekly high and low of the closing prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date. shall be made by it within such time as may be specified by the Board in its order granting the relaxation: Provided further that requirement of allotment within fifteen days shall not apply to allotment of specified securities on preferential basis pursuant to a scheme of corporate debt restructuring as per the corporate debt restructuring framework specified by the Reserve Bank of India. (2) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of less than six months as on the relevant date. 76.

issued on preferential basis shall be reduced to the extent the convertible securities have already been locked-in. Lock-in of specified securities. if any. as the case may be: Provided that not more than twenty per cent. (4) In case the warrant holder does not exercise the option to take equity shares against any of the warrants held by him. (1) The specified securities allotted on preferential basis to promoter or promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on preferential basis to promoter or promoter group. shall be locked-in from the relevant date upto a period of six months from the date of preferential allotment. if any. shall be locked-in for a period of three years from the date of allotment of the specified securities or equity shares allotted pursuant to exercise of the option attached to warrant. 77. Payment of consideration. as the case may be. shall be locked-in for one year from the date of their allotment pursuant to exercise of options or otherwise. the allottee may pay the consideration in terms of such scheme. (3) The balance seventy five per cent. 78. (4) The equity shares issued on preferential basis pursuant to a scheme of corporate debt restructuring as per the Corporate Debt Restructuring framework specified by the Reserve Bank of India shall be locked-in for a period of one year from the date of allotment: Provided that partly paid up equity shares. (3) The lock-in of equity shares allotted pursuant to conversion of convertible securities other than warrants. the equity shares shall continue to be locked in till such amount is paid by the allottee. the consideration paid in respect of such warrant in terms of sub-regulation (2) shall be forfeited by the issuer. (2) The specified securities allotted on preferential basis to persons other than promoter and promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on preferential basis to such persons shall be locked in for a period of one year from the date of their allotment.the equity shares of the issuer has been recorded during the preceding six months prior to the relevant date. of the consideration shall be paid at the time of allotment of equity shares pursuant to exercise of option against each such warrant by the warrant holder. (5) If the amount payable by the allottee. (2) An amount equivalent to at least twenty five per cent. shall be locked-in from the date of allotment and the lock-in shall end on the expiry of one year from the date when such equity shares become fully paid up. of the total capital of the issuer shall be locked-in for three years from the date of allotment: Provided further that equity shares allotted in excess of the twenty per cent. in case of re-calculation of price under sub-regulation (3) of regulation 76 is not paid till the expiry of lock-in period. (6) The entire pre-preferential allotment shareholding of the allottees. (1) Full consideration of specified securities other than warrants issued under this Chapter shall be paid by the allottees at the time of allotment of such specified securities: Provided that in case of a preferential issue of specified securities pursuant to a scheme of corporate debt restructuring as per the corporate debt restructuring framework specified by the Reserve Bank of India. Explanation: For the purpose of this regulation: (I) The expression “total capital of the issuer” means: 42 . of the consideration determined in terms of regulation 76 shall be paid against each warrant on the date of allotment of warrants.

in case the said minimum promoters’ contribution is free of lock-in at the time of the preferential issue. 1997. specified securities held by promoters and locked-in in terms of sub-regulation (1) of regulation 78 may be transferred among promoters or promoter group or to a new promoter or persons in control of the issuer: Provided that lock-in on such specified securities shall continue for the remaining period with the transferee. 2000 or these regulations shall be taken into account. the amount of minimum promoters’ contribution held and locked-in. of the total capital of the issuer. (b) The minimum promoters’ contribution shall not again be put under fresh lock-in. of the total capital of the issuer. (II) (a) For the computation of twenty per cent. even though it is considered for computing the requirement of twenty per cent. in the past in terms of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines. Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations.equity share capital issued by way of public issue or rights issue including equity shares issued pursuant to conversion of specified securities which are convertible. Transferability of locked-in specified securities and warrants issued on preferential basis. 79. and (b) specified securities issued on a preferential basis to promoter or promoter group. (a) 43 .

it shall be. For the purpose of this Chapter: (a) “eligible securities” include equity shares. 81. A listed issuer may make qualified institutions placement if it satisfies the following conditions: (a) a special resolution approving the qualified institutions placement has been passed by its shareholders. makes qualified institutions placement. Explanation: For the purpose of clause (b). the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation wide trading terminals shall also be considered for the purpose of computation of the period of one year. which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement. among other relevant matters. de-merger. (d) In the special resolution. specified that the allotment is proposed to be made through qualified institutions placement and the relevant date referred to in sub-clause (ii) of clause (c) of regulation 81 shall also be specified. 1956. “equity shares of the same class” shall have the same meaning as assigned to them in Explanation to sub-rule (4) of rule 19 of the Securities Contracts (Regulation) Rules. 82.CHAPTER VIII QUALIFIED INSTITUTIONS PLACEMENT Applicability. (b) the equity shares of the same class. (ii) in case of allotment of eligible convertible securities. amalgamation or arrangement sanctioned by a High Court under sections 391 to 394 of the Companies Act. 80. being a transferee company in a scheme of merger. (c) "relevant date" means: (i) in case of allotment of equity shares. The provisions of this Chapter shall apply to a qualified institutions placement made by a listed issuer. (c) it is in compliance with the requirement of minimum public shareholding specified in the listing agreement with the stock exchange. the date of the meeting in which the board of directors of the issuer or the committee of directors duly authorised by the board of directors of the issuer decides to open the proposed issue. (b) “qualified institutions placement” means allotment of eligible securities by a listed issuer to qualified institutional buyers on private placement basis in terms of these regulations. have been listed on a recognised stock exchange having nation wide trading terminal for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution: Provided that where an issuer. non-convertible debt instruments along with warrants and convertible securities other than warrants. 44 . Appointment of merchant banker. Conditions for qualified institutions placement. Definitions. either the date of the meeting in which the board of directors of the issuer or the committee of directors duly authorised by the board of directors of the issuer decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares. 1957.

which in the opinion of the concerned stock exchange. at the time of allotment of such warrants: Provided further that on allotment of equity shares on exercise of options attached to warrants. the allottees may pay the full consideration or part thereof payable with respect to warrants. Placement Document: 84. other than by way of a dividend on shares. a due diligence certificate stating that the eligible securities are being issued under qualified institutions placement and that the issuer complies with requirements of this Chapter. (b) makes a rights issue of equity shares. (1) The qualified institutions placement shall be made at a price not less than the average of the weekly high and low of the closing prices of the equity shares of the same class quoted on the stock exchange during the two weeks preceding the relevant date.83. (c) consolidates its outstanding equity shares into a smaller number of shares. a certificate confirming compliance with the provisions of this Chapter along with any other documents required by the stock exchange. such equity shares shall be fully paid up. requires adjustments. (1) The qualified institutions placement shall be made on the basis of a placement document which shall contain all material information. (d) divides its outstanding equity shares including by way of stock split. (3) The issuer shall. Explanation: For the purpose of sub-regulation (1). Pricing. the issuer shall determine the price of such equity shares allotted pursuant to such conversion or exchange taking the relevant date as decided and disclosed by it while passing the special resolution. (2) The merchant banker shall. (2) Where eligible securities are convertible into or exchangeable with equity shares of the issuer. (e) re-classifies any of its equity shares into other securities of the issuer. (f) is involved in such other similar events or circumstances. furnish a copy of the placement document. (2) The placement document shall be serially numbered and copies shall be circulated only to select investors. (3) The issuer shall not allot partly paid up eligible securities: Provided that in case of allotment of non convertible debt instruments along with warrants. while seeking in-principle approval from the recognised stock exchange. (5) A copy of the placement document shall be filed with the Board for its record within thirty days of the allotment of eligible securities. the term “stock exchange” means any of the recognised stock exchanges in which the equity shares of the same class of the issuer are listed and in 45 . furnish to each stock exchange on which the same class of equity shares of the issuer are listed. (4) The prices determined for qualified institutions placement shall be subject to appropriate adjustments if the issuer: (a) makes an issue of equity shares by way of capitalization of profits or reserves. (1) A qualified institutions placement shall be managed by merchant banker(s) registered with the Board who shall exercise due diligence. (4) The placement document shall also be placed on the website of the concerned stock exchange and of the issuer with a disclaimer to the effect that it is in connection with a qualified institutions placement and that no offer is being made to the public or to any other category of investors. 85. while seeking in-principle approval for listing of the eligible securities issued under qualified institutions placement. including those specified in Schedule XVIII.

(1) Allotment pursuant to the special resolution referred to in clause (a) of regulation 82 shall be completed within a period of twelve months from the date of passing of the resolution. where the issue size is greater than two hundred and fifty crore rupees: Provided that no single allottee shall be allotted more than fifty per cent. (b) five. (b) veto rights.which the highest trading volume in such equity shares has been recorded during the two weeks immediately preceding the relevant date. of the issue size. Restrictions on allotment. where the issue size is less than or equal to two hundred and fifty crore rupees. Explanation: For the purpose of clause (b) of sub-regulation (1). to any qualified institutional buyer who is a promoter or any person related to promoters of the issuer: Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has acquired the said rights in the capacity of a lender shall not be deemed to be a person related to promoters. Restrictions on amount raised. (2) The qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee. an investor can subscribe to the combined offering of non. (3) The applicants in qualified institutions placement shall not withdraw their bids after the closure of the issue. (1) The minimum number of allottees for each placement of eligible securities made under qualified institutions placement shall not be less than: (a) two. (b) No allotment shall be made. 86. such minimum portion or part thereof may be allotted to other qualified institutional buyers.convertible debt instruments with warrants or to the individual securities. Validity of the special resolution. the expression “qualified institutional buyers belonging to the same group” shall have the same meaning as derived from sub-section (11) of section 372 of the Companies Act. Minimum number of allottees. 88. (1) Allotment under the qualified institutions placement shall be made subject to the following conditions: (a) Minimum of ten per cent. (2) The issuer shall not make subsequent qualified institutions placement until expiry of six months from the date of the prior qualified institutions placement made pursuant to one or more special resolutions. 46 . Explanation: For the purpose of sub-regulation (2). either non. 1956.convertible debt instruments or warrants. (2) In a qualified institutions placement of non-convertible debt instrument along with warrants. or (c) right to appoint any nominee director on the board of the issuer. either directly or indirectly. 87. of eligible securities shall be allotted to mutual funds: Provided that if the mutual funds do not subscribe to said minimum percentage or any part thereof. a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters of the issuer: (a) rights under a shareholders’ agreement or voting agreement entered into with promoters or persons related to the promoters. that is.

The tenure of the convertible or exchangeable eligible securities issued through qualified institutions placement shall not exceed sixty months from the date of allotment. except on a recognised stock exchange. 47 . 91. 90.89. The eligible securities allotted under qualified institutions placement shall not be sold by the allottee for a period of one year from the date of allotment. The aggregate of the proposed qualified institutions placement and all previous qualified institutions placements made by the issuer in the same financial year shall not exceed five times the net worth of the issuer as per the audited balance sheet of the previous financial year. Transferability of eligible securities. Tenure.

capitalisation of reserves. (b) it has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it. 48 . (1) No issuer shall make a bonus issue of equity shares if it has outstanding fully or partly convertible debt instruments at the time of making the bonus issue. (1) The bonus issue shall be made out of free reserves built out of the genuine profits or securities premium collected in cash only and reserves created by revaluation of fixed assets shall not be capitalised for the purpose of issuing bonus shares.CHAPTER IX BONUS ISSUE Conditions for bonus issue. (d) the partly paid shares. Completion of bonus issue. 93. are made fully paid up Restriction on bonus issue. the issuer shall pass a resolution at its general body meeting making provisions in the articles of associations for capitalisation of reserve. gratuity and bonus. the bonus share shall not be issued in lieu of dividend. (2) Once the decision to make a bonus issue is announced. (c) it has sufficient reason to believe that it has not defaulted in respect of the payment of statutory dues of the employees such as contribution to provident fund. Subject to the provisions of the Companies Act. announcing a bonus issue after the approval of its board of directors and not requiring shareholders’ approval for capitalisation of profits or reserves for making the bonus issue. unless it has made reservation of equity shares of the same class in favour of the holders of such outstanding convertible debt instruments in proportion to the convertible part thereof. 95. shall implement the bonus issue within fifteen days from the date of approval of the issue by its board of directors: Provided that where the issuer is required to seek shareholders’ approval for capitalisation of profits or reserves for making the bonus issue. the bonus issue shall be implemented within two months from the date of the meeting of its board of directors wherein the decision to announce the bonus issue was taken subject to shareholders’ approval. 1956 or any other applicable law for the time being in force. if capitalised in cash. etc. (2) Without prejudice to the provisions of sub-regulation (1). if any outstanding on the date of allotment.: Provided that if there is no such provision in the articles of association. 92. the issue can not be withdrawn. etc. (2) The equity shares reserved for the holders of fully or partly convertible debt instruments shall be issued at the time of conversion of such convertible debt instruments on the same terms or same proportion on which the bonus shares were issued. 94. a listed issuer may issue bonus shares to its members if: (a) it is authorised by its articles of association for issue of bonus shares. (1) An issuer. Bonus shares only against reserves.

(d) and (e) of sub-regulation (1) of regulation 8.22. (d) the applicability of sub-regulation (13) shall be restricted to any product advertisement of an issuing company issued or published in any media in India.12.21. except the disclosure requirements with respect to public issue and rights issue of specified securities as provided in these regulations and the following: (a) clauses (a). (d) sub-regulations (2) and (3) of regulation 8.17. (l) Chapters VII. 2009. Eligibility.41.23. w. (e) regulations 10. VIII and IX. (e) all other provisions of regulation 60 shall be applicable.19. 97.24.16. 1956 and Companies (Issue of Indian Depository Receipts) Rules.e. (b) sub-regulations (1). (b) the issuing company is not prohibited to issue securities by any regulatory body.e. (c) the applicability of sub-regulations (5) and (6) shall be restricted to any material or information released in India and any issue advertisements and publicity materials issued or published in any media in India.f.27. (1) The provisions of this Chapter shall apply to an issue of Indian Depository Receipts (hereinafter referred to as “IDR”) made in terms of section 605A of the Companies Act.26. (2) and (3) of regulation 6.09.” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. 20. Figure and mark “43. (h) clauses (b) and (c) of regulation 29. (g) sub-regulation (2) of regulation 28.] (j) Chapter IV. 2004.09. 42. w. pertaining to the IDR issue of the issuing company. (2) All provisions of these regulations shall be applicable in case of issue of IDR. (k) sub-regulation (3) of regulation 65.31. 15 [(ia) regulation 43. 11.14[***] 45. (c) the issuing company has track record of compliance with securities market regulations in its home country. except sub-regulation (3) thereof. (c) and (f) of sub-regulation (2) of regulation 4. 14 49 . An issuing company making an issue of IDR shall also satisfy the following: (a) the issuing company is listed in its home country. (b). 49 and 68. 11.47. 96.f. (i) Parts III and IV of Chapter III. 2009. (f) sub-regulation (2) of regulation 11.12.CHAPTER X ISSUE OF INDIAN DEPOSITORY RECEIPTS Applicability. (c) clauses (c). (3) Further. (b) the applicability of sub-regulations (2) and (3) shall be restricted to any public communications and publicity material issued or published in any media in India. 15 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. the applicability of regulation 60 shall be as follows: (a) the applicability of sub-regulations (1) and (7) and Explanation II shall be restricted to any issue advertisements made in India or any research report circulated in India.

101. there shall be only one denomination of IDR of the issuing company.Explanation: For the purpose of this regulation. 2009.f. Minimum subscription. (b) If the issuing company fails to refund the entire subscription amount within fifteen days from the date of the closure of the issue. it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. of the offer through offer document on the date of closure of the issue. Conditions for issue of IDR. due diligence certificates. 16 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. per annum for the period of delay beyond sixty days. the issuing company shall forthwith refund the entire subscription amount received. 99. (c) minimum application amount shall be twenty thousand rupees.09. the issuing company shall forthwith refund the entire subscription amount received with interest to the subscribers at the rate of fifteen per cent. (1) The issuing company making an issue of IDR shall enter into an agreement with a merchant banker on the lines of format of agreement specified in Schedule II. IDR issued shall be allocated to retail individual investors and in case of under-subscription in retail individual investor category. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications. per annum for the period of delay. 50 . (b) procedure to be followed by each class of applicant for applying shall be mentioned in the prospectus. 100. (e) the balance fifty per cent. Filing of draft prospectus. of the offer through offer document including devolvement of underwriters within sixty days from the date of closure of the issue. An issue of IDR shall be subject to the following conditions: (a) issue size shall not be less than fifty crore rupees. (d) at least fifty per cent. (2) For underwritten issues: If the issuing company does not receive the minimum subscription of ninety per cent. the term “home country” means the country where the issuing company is incorporated and listed. may be allocated among the categories of non-institutional investors and retail individual investors including employees at the discretion of the issuer and the manner of allocation shall be disclosed in the prospectus.] (f) At any given time.e. spill over to the extent of under-subscription shall be permitted to other categories. 11.12. (1) For non-underwritten issues: (a) If the issuing company does not receive the minimum subscription of ninety per cent. payment of fees and issue advertisement for IDR. of the IDR issued shall be allotted to qualified institutional buyers on proportionate basis as per illustration given in Part C of Schedule XI. Allotment to investors within a category shall be on proportionate basis: 16 [Provided that atleast thirty per cent. 98. or if the subscription level falls below ninety per cent. The Indian depository Receipts shall not be automatically fungible into underlying equity shares of issuing company. w. Fungibility. of the said fifty per cent.

as prescribed in Companies (Issue of Indian Depository Receipts) Rules. (7) The issuing company shall issue an advertisement in one English national daily newspaper with wide circulation and one Hindi national daily newspaper with wide circulation. of each merchant banker shall be predetermined and disclosed in the prospectus on the lines of format as specified in Schedule I. (5) The lead merchant bankers shall: (a) submit a due diligence certificate as per format given in Part C of Schedule XIX to the Board along with the draft prospectus. soon after receiving final observations. which shall be on the lines of the format and contain the minimum disclosures as given in Part A of Schedule XIII. Post-issue reports. the rights. The stock exchanges offering online bidding system for the book building process shall display on their website. 102. immediately before the opening of the issue. at the time of filing the prospectus with the Registrar of the Companies. (3) The issuing company shall file a draft prospectus with the Board through a merchant banker along with the requisite fee. Disclosures in prospectus and abridged prospectus. (3) The abridged prospectus for issue of Indian Depository Receipts shall contain the disclosures as specified in Part B of Schedule XIX. 2004. 104. from the date of opening of the bids till at least three days after closure of bids. (1) The merchant banker shall submit post-issue reports to the Board in accordance with subregulation (2). certifying that no corrective action is required on its part. 2004. (b) certify that all amendments. after the issue has opened but before it closes for subscription. suggestions or observations made by the Board have been incorporated in the prospectus (c) submit a fresh due diligence certificate as per format given in Part C of Schedule XIX. (6) The issuing company shall make arrangements for mandatory collection centres as specified in Schedule III. Display of bid data. (2) Without prejudice to the generality of sub-regulation (1). (e) furnish a certificate as per format given in Part C of Schedule XIX. the prospectus shall contain: (a) the disclosures specified in Schedule to Companies (Issue of Indian Depository Receipts) Rules. refund and underwriting obligations. the data pertaining to book built IDR issue. if any. (2) The post-issue reports shall be submitted as follows: 51 . allotment. in the format specified in Part B(II) of Schedule XI. (4) The prospectus filed with the Board under this regulation shall also be furnished to the Board in a soft copy on the lines specified in Schedule V. if any.(2) Where the issue is managed by more than one merchant banker. obligations and responsibilities. (d) furnish a certificate as per format given in Part C of Schedule XIX. (1) The prospectus shall contain all material disclosures which are true. correct and adequate so as to enable the applicants to take an informed investment decision. 103. relating inter-alia to disclosures. and (b) the disclosures in the manner as specified in Part A of Schedule XIX. on the publicly filed draft prospectus with the Board.

The executive director or managing director of the stock exchange. In case of undersubscribed issue of IDR. within three days of closure of the issue. Undersubscribed issue. along with the post issue lead merchant bankers and registrars to the issue shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in Schedule XV. the merchant banker shall furnish information in respect of underwriters who have failed to meet their underwriting devolvement to the Board on the lines of the format specified in Schedule XVII. within fifteen days of the date of finalisation of basis of allotment or within fifteen days of refund of money in case of failure of issue. 52 .(a) initial post issue report on the lines of Parts A and B of Schedule XVI. Finalisation of basis of allotment. where the IDR are proposed to be listed. 105. (b) final post issue report on the lines of Parts C and D of Schedule XVI. 106.

the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines. On and from the commencement of these regulations. filed or application made to the Board under the said Guidelines and pending before it shall be deemed to have been filed or made under the corresponding provisions of these regulations. 11B. the Board may give post-decisional hearing to the person concerned. 111. the Board may either suo motu or on receipt of information or on completion or pendency of any inspection. inquiry or investigation. (c) any other direction which Board may deem fit and proper in the circumstances of the case: Provided that the Board shall. in the interest of investors or for the development of the securities market. the regulations mentioned in Schedule XX shall stand amended to the extent specified therein. (b) directing the person concerned to sell or divest the securities. either before or after issuing such direction or order. 107. 1956. 110. Chapter VIA and section 24 of the Act or section 621 of the Companies Act. Amendments to other regulations. 2000 shall stand rescinded. the Board may issue clarifications through guidance notes or circulars after recording reasons in writing.CHAPTER XI MISCELLANEOUS Directions by the Board. The Board may. in the interests of investors or the securities market. or (c) the non-compliance was caused due to factors beyond the control of the issuer. any enquiry or investigation commenced or show cause notice issued in respect of the said Guidelines shall be deemed to have been done or taken under the corresponding provisions of these regulations. Power to remove difficulty. 108. (1) On and from the commencement of these regulations. 11D. (b) any offer document. sub-section (3) of section 12. In order to remove any difficulties in the application or interpretation of these regulations. issue such directions or orders as it deems fit including any or all of the following: (a) directing the persons concerned not to access the securities market for a specified period. 11A. if the Board is satisfied that: (a) the requirement is procedural in nature. give a reasonable opportunity of being heard to the person concerned: Provided further that if any interim direction or order is required to be issued. Without prejudice to the power under sections 11. or (b) any disclosure requirement is not relevant for a particular class of industry or issuer. Repeal and Savings. 109. Power to relax strict enforcement of the regulations. 53 . whether draft or otherwise. (2) Notwithstanding such rescission: (a) anything done or any action taken or purported to have been done or taken including observation made in respect of any draft offer document. relax the strict enforcement of any requirement of these regulations.

The designated lead merchant banker shall be responsible for ensuring compliance with these regulations and other requirements and formalities specified by the Registrar of Companies. when called for. distribution of publicity and issue material including application form. which shall cover. (e) Post-issue activities. This intimation must be signed by all the lead merchant bankers to the issue. etc. (iv) collection centres as per schedule III. information. on matters relating to such activity. Self Certified Syndicate Banks. Ordinarily. etc. formulating marketing strategies. comments.. the designated lead merchant banker shall be responsible for ensuring that these intermediaries fulfil their (3) (4) (5) (6) 54 . prospectus and brochure and deciding upon the quantum of issue material. bankers to the issue. a co-ordinator designated from among the lead merchant bankers (hereinafter referred to as the “designated lead merchant banker”) shall furnish to the Board. (iii) bankers to the issue. finalisation of the basis of allotment or weeding out of multiple applications. and (vi) underwriters and underwriting arrangement. etc. preparation of publicity budget. despatch of certificates or demat credit and refunds and coordination with various agencies connected with the post-issue activity such as registrars to the issue. which shall involve essential follow-up steps including follow-up with bankers to the issue and Self Certified Syndicate Banks to get quick estimates of collection and advising the issuer about the closure of the issue. listing of instruments. The activities or sub-activities may be grouped on the following lines: (a) Capital structuring with the relative components and formalities such as composition of debt and equity. type of instruments. (d) Marketing of the issue. (c) Selection of various agencies connected with issue. (b) Drafting and design of the offer document and of the advertisement or publicity material including newspaper advertisement and brochure or memorandum containing salient features of the offer document.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2009 SCHEDULE I [See regulation 5(3) and 101(2)] INTER-SE ALLOCATION OF RESPONSIBILITIES (1) (2) The lead merchant bankers shall make inter-se allocation of responsibilities pertaining to the activities or sub-activities to be carried out under these regulations. report. Even if many of the post-issue activities are handled by other intermediaries. printers. etc. (v) brokers to the issue. etc. Where circumstances warrant joint and several responsibility of the lead merchant bankers for any particular activity. investors. (ii) centres for holding conferences of stock brokers. The lead merchant bankers shall delineate the activity-wise allocation of responsibilities and intimate the Board about the name of the lead merchant banker responsible for each set of the activities or sub-activities at the time of filing the draft offer document with the Board. based on correct figures. inter alia. one lead merchant banker shall be responsible for the post-issue activities. advertising agencies. arrangements for selection of (i) ad-media. the Board and the recognised stock exchanges where specified securities being offered are proposed to be listed. such as registrars to the issue.

the lead merchant banker responsible for underwriting arrangements shall be responsible for invoking underwriting obligations and ensuring that the notice for devolvement containing the obligations of the underwriters is issued in terms of these regulations.(7) functions and enable him to discharge this responsibility through suitable agreements with the issuer. In case of under-subscription in an issue. 55 .

............... if so required..... ....... (name of the issuer).. 1956. (registered office address of the issuer) (hereinafter referred to as "the issuer") AND .. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations........ having its registered office at ... (2) NOW. (name of the lead merchant bankers)... The issuer hereby declares that it has complied with or agrees to comply with all the statutory formalities under the Companies Act.... subject to the issuer entering into an agreement for the purpose being these presents.... The issuer also undertakes to furnish complete audited annual reports........ THEREFORE.. The issuer shall.... office of the issuer or such other places to ascertain for themselves the state of affairs of the issuer including the progress made in respect of the project implementation.... with the branch office at ……... would be acting as the co-managers to the issue......................... instructions and advices issued by Securities and Exchange Board of India (hereinafter referred to as "the Board") and other relevant statutes to enable it to make the issue and in particular in respect of the following matters: (Give details and particulars of statutory compliances which the issuer has to fulfil before making the issue) Consent of the shareholders has been obtained vide . other relevant documents.. the issuer and the lead merchant bankers do hereby agree as follows: (1) (2) Besides the lead merchant bankers.. 2009 SCHEDULE II [See regulations 5(5) and 101(1)] FORMAT OF AGREEMENT BETWEEN LEAD MERCHANT BANKERS TO THE ISSUE AND ISSUER/ISSUING COMPANY This Agreement made BETWEEN..... WHEREAS: (1) The issuer is taking steps for the issue of ... (3) (4) (5) 56 ..... papers..... status and other facts relevant to the issue. etc.....SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. (details of the resolution) passed in the general meeting held on ........... (particulars of the issue) to the public/ existing shareholders of the issuer (the said issue of specified securities hereinafter referred to as "the issue"). . (date of the meeting).. The issuer undertakes and declares that any information made available to the lead merchant banker or any statement made in the offer document shall be complete in all respects and shall be true and correct and that under no circumstances it shall give or withhold any information or statement which is likely to mislead the investors. having their registered office at.... and . information relating to pending litigations. to enable the lead merchant banker to corroborate the information and statements given in the offer document... 2009 and other conditions.... extend such facilities as may be called for by the lead merchant banker to enable them to visit the plant site....... AND The issuer has approached the lead merchant bankers to manage the issue and the lead merchant bankers have accepted the engagement inter-alia.

interviews by its promoters. banks or any other organisation and any other intermediary associated with the issue in any capacity whatsoever. if required to do so for any reason such as failing to get listing permission or under any direction or order of the Board. clearly setting forth their mutual rights. in consultation with the lead merchant banker. appoint other intermediaries (except Self Certified Syndicate Banks) or other persons associated with the issue such as advertising agencies. circulars. responsibilities and obligations. The issuer shall not access the moneys raised in the issue till finalisation of the basis of allotment or completion of issue formalities. whenever required and wherever applicable. in respect of the matters pertaining to allotment. allotment letters. periodical reports and press releases issued by the issuer or research report made by the issuer. etc. The issuer shall not resort to any legal proceedings in respect of any matter having a bearing on the issue except in consultation with and after receipt of advice from the lead merchant banker. enter into an agreement with the intermediaries associated with the issue. for printing the application forms. A certified true copy of such agreements shall be furnished to the lead merchant banker. any intermediary concerned with the issue or their associates or at any press. The issuer shall take such steps as are necessary to ensure completion of allotment and despatch of letters of allotment and refund orders to the applicants including non–resident Indians soon after the basis of allotment is approved by designated stock exchanges but not later than the specified time limit and in the event of failure to do so.(6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) The issuer shall extend all necessary facilities to the lead merchant banker to interact on any matter relevant to the issue with the solicitors / legal advisors. allotment advices. etc. The issuer shall. advisors to the issue. or advices. duly authorized employees or representatives of the issuer. The issuer shall not. The issuer shall refund the moneys raised in the issue to the applicants. demat credit. 2009 and the instructions given by the lead merchant banker from time to time and that it shall not make any misleading or incorrect statement in any public communication or publicity material including corporate. stock brokers. stock brokers. The issuer shall take steps to pay the underwriting commission and brokerage to the underwriters. documentaries about the issuer or its promoters. within the time specified in any agreement with such underwriters. pay interest to the applicants as provided under the Companies Act. refund orders or any other instruments. auditors. etc. The issuer undertakes to furnish such information and particulars regarding the issue as may be required by the lead merchant banker to enable them to file a report with the Board in respect of the issue. whether statutory or contractual. The issuer shall keep the lead merchant banker informed if it encounters any problems due to dislocation of communication system or any other material adverse circumstance which is likely to prevent or which has prevented the issuer from complying with its obligations. financial institutions. brokers’ or investors’ conferences. printers. 1956 as disclosed in the offer document. etc. share certificates / debenture certificates. The issuer shall ensure that all advertisements prepared and released by the advertising agency or otherwise in connection with the issue conform to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 57 . dispatch of refund orders. product and issue advertisements of the issuer. directors. share certificates or debenture certificates. without the prior consent of the lead merchant banker. consultants. The issuer shall pay requisite interest amount if so required under the laws or direction or order of the Board. or within a reasonable time.

58 .(give details).(17) (Rights of lead merchant banker vis-à-vis the issuer )------------.(give details). In Witness whereof the parties hereto have put their hands on this ----------.(date) day of ……(month) of ………… (year). (18) (Consequences of breach) --------.

Stock Exchange Ltd. as displayed on the websites of such banks and of the Board. (A) (i) (ii) (iii) (iv) (B) (i) (ii) (iii) (C) (i) (ii) (iii) (D) (i) (ii) (iii) (iv) (v) (vi) (vii) (2) Name of the Recognised Stock Exchange NORTHERN REGION Ludhiana Stock Exchange Ltd. SOUTHERN REGION Bangalore Stock Exchange Ltd. Gauhati Stock Exchange Ltd. City Ludhiana Delhi Jaipur Kanpur Bangalore Cochin Madras Kolkata Gauhati Bhubaneswar Mumbai Mumbai Mumbai Pune Indore Vadodara Ahmedabad (3) In addition to the collection centres specified in para (1). EASTERN REGION Calcutta Stock Exchange Association Ltd. all designated branches of Self Certified Syndicate Banks. 2009 SCHEDULE III [See regulation 5(6) and 101(7)] MANDATORY COLLECTION CENTRES (1) The minimum number of collection centres shall be as follows: (a) The four metropolitan centres situated at Mumbai. Madras Stock Exchange Ltd. Jaipur Stock Exchange Ltd. WESTERN REGION Bombay Stock Exchange Ltd. Delhi Stock Exchange Ltd. M P Stock Exchange Ltd. U.P. (c) The region-wise collection centres are as indicated hereunder: Sr. No. OTC Exchange of India Ltd.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. Ahmedabad Stock Exchange Ltd. Vadodara Stock Exchange Ltd. Bhubaneswar Stock Exchange Ltd. Pune Stock Exchange Ltd. Kolkata and Chennai. 59 . Delhi. (b) All such places where the recognised stock exchanges are located in the region in which the registered office of the issuer is situated. National Stock Exchange of India Ltd. shall be deemed to be mandatory collection centres The issuer may appoint any other collection centre/s as it may deem fit in addition to the minimum collection centre specified in this Schedule. Cochin Stock Exchange Ltd.

000/-). 2009 SCHEDULE IV [See regulations 6(1).000/-) plus 0.00625 per crore rupees. including intended Amount / Rate of fees retention of oversubscription Less than or equal to ten crore rupees.25.1. of the issue size.00. More than five hundred crore rupees. ALONG WITH OFFER DOCUMENT (1) There shall be charged in respect of every draft offer document or in case of a fast track issue. but less than or 0.00. is filed with the Board.25. The fees shall be paid by means of a demand draft drawn in favour of ‘the Securities and Exchange Board of India’ payable at the place where the draft offer document or offer document or updated draft offer document. but One crore twenty five lakh rupees less than or equal to twenty five thousand (Rs.000/-). equal to five thousand crore rupees. or equal to five hundred crore rupees.25.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. PART A FEES TO BE PAID ALONG WITH DRAFT OFFER DOCUMENT OR IN CASE OF A FAST TRACK ISSUE. fees at the rate as specified in Part A and Part B of this Schedule.00. (2) Amount / Rate of fees A flat charge of twenty five thousand rupees (Rs.005 per cent. More than five thousand crore rupees. every offer document filed by a lead merchant banker with the Board in terms of these regulations. More than ten crores rupees and less than 0. More than ten crore rupees.000/-).3. including intended retention of oversubscription Less than or equal to ten crore rupees. cent of the portion of the issue size in excess of five thousand crore rupees (Rs. every offer document (in case of a fast track issue) and in case of updation of any draft offer document. a fee at the following rate: (a) In case of a public issue: Size of the issue. (b) In case of a rights issue: Size of the issue. A flat charge of five lakh rupees 60 . 10(2) and 11(4)] FEES TO BE PAID ALONG WITH OFFER DOCUMENT (1) There shall be charged in respect of every draft offer document.025 per cent. as the case may be. A flat charge of twenty five thousand rupees (Rs. of the issue size. More than twenty five thousand crore A flat charge of three crore rupees rupees.000/-).00. (Rs.00.5000.

(2) Where the issue size is not determined at the time of submission of the draft offer document or the offer document (in case of a fast track issue). as the case may be. there shall be charged a fee of ten thousand rupees (Rs. (3) 61 . whichever is higher. the balance fee shall be paid by the issuer within seven days of registering the prospectus with the Registrar of Companies or filing the letter of offer with the recognised stock exchanges. the issuer shall pay fees mentioned at para (1). subject to total fee not exceeding one fourth (1/4th) of the filing fees paid at the time of filing the draft document with the Board or rupees fifty thousand.10. PART B FEES TO BE PAID ALONG WITH UPDATED OFFER DOCUMENT Where updations or changes are made in any of the sections specified in para 3 of Schedule VII of these regulations. it shall be refunded by the Board to the issuer. and (b) if any excess fee is found to have been paid.(Rs.00. If the issue size estimated by the issuer differs from eventual issue size and thereby:– (a) the fees paid by the issuer is found to be deficient. based on the estimated issue size.000/-) for updations or changes per section.5.000/-).

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Soft copy submitted by: Content Title: Whether the Documents are in PDF Format? Whether the tabular data in the PDF format are in order? Whether the Sr. Numbers of paragraph/points are in order and matches with the printed copy? Whether the alignments of all paragraphs are in order? Whether all relevant image files. The lead merchant bankers shall. YES/NO YES/NO/N. The compact disk containing the offer document shall have a sticker duly pasted giving the following information: (a) The name of the merchant banker. if any are available in the compact disk? Whether the contents of the PDF format and hard copy of the offer document have been compared and found to be in YES/NO YES/NO/N. (c) Type of the issue . No. One compact disk shall contain the draft or final offer document of only one issue and in single file. inter alia. within one day of the hosting of offer document on the website (if the next day is a holiday. While submitting the compact disk. (d) Signature of the person who has signed the due diligence certificate. the offer document would be liable to be rejected.A. certify to the Board that the information contained in the compact disk contains all text and data in a systematic order. 2009 SCHEDULE V [See regulations 6(6) and 101(4)] MANNER OF SUBMISSION OF SOFT COPY OF DRAFT OFFER DOCUMENT AND OFFER DOCUMENT TO THE BOARD (1) (2) (3) The soft copies of draft and final offer document shall be submitted in PDF format in a compact disk placed in a sealed envelope. on the first working day). (b) Name of the issuer. YES/NO Particulars Comments (4) (5) (6) (7) (8) 62 .A. the lead merchant banker shall. If the requirements of this Schedule are not fulfilled.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. The following information shall also be submitted with soft copies of the offer documents: Sr.A. YES/NO/N. confirm to the Board in writing that the contents of the offer document appearing on the website are in order. matches exactly with the contents of the hard copy of the offer document and satisfies the requirements of this Schedule. The sticker on the compact disk containing final offer document shall mention all the information as stated in clause (4) and the following additional information: (a) Date of registering red herring prospectus or the prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchanges (b) Issue opening date.

if any Verified by: YES/NO Prepared by: Date: 63 .(ix) (x) order? Whether the spacing between lines and paragraphs is uniform? Remarks.

framed/issued by the Board. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. price justification and the contents of the documents and other papers furnished by the issuer. 2009 SCHEDULE VI FORMATS OF DUE DILIGENCE CERTIFICATES FORM A [See regulations 8(1)(c) and 10(3)(a)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH DRAFT OFFER DOCUMENT To. On the basis of such examination and the discussions with the issuer.: Public/Rights Issue of ………………… by……………………….SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. its directors and other officers. etc. 2009 and other applicable legal requirements. and (c) the disclosures made in the draft red herring prospectus/draft prospectus/draft letter of offer are true. We confirm that besides ourselves. Sub. 1956. WE CONFIRM that: (a) the draft red herring prospectus/ draft prospectus/ draft letter of offer filed with the Board is in conformity with the documents. (2) (3) (4) 64 . patent disputes. We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments. (b) all the legal requirements relating to the issue as also the regulations guidelines. the lead merchant banker(s) to the above mentioned forthcoming issue. Securities and Exchange Board of India Dear Sirs. the Central Government and any other competent authority in this behalf have been duly complied with. fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act. disputes with collaborators. (Name of the Issuer) We. other agencies. state and confirm as follows: (1) We have examined various documents including those relating to litigation like commercial disputes. and independent verification of the statements concerning the objects of the issue. all the intermediaries named in the draft red herring prospectus/ draft prospectus/ draft letter of offer are registered with the Board and that till date such registration is valid. and other material in connection with the finalisation of the draft red herring prospectus (in case of a book built issue) / draft prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) pertaining to the said issue. materials and papers relevant to the issue. instructions. etc.

2009. are fair and adequate to enable the investor to make a well informed decision. has been duly complied with and appropriate disclosures as to compliance with the said regulation have been made in the draft red herring prospectus/draft prospectus. 1956 and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the prospectus/ letter of offer. 2009 while making the issue. We certify that the following disclosures have been made in the draft red herring prospectus/ draft prospectus/ draft letter of offer: (a) An undertaking from the issuer that at any given time. which relates to specified securities ineligible for computation of promoters contribution. We undertake to comply with the regulations pertaining to advertisement in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. We certify that regulation 33 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009 shall be complied with. We undertake that auditors’ certificate to this effect shall be duly submitted to the Board. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition. We further confirm that arrangements have been made to ensure that promoters’ contribution shall be kept in an escrow account with a Scheduled Commercial Bank and shall be released to the issuer along with the proceeds of the public issue.(5) (6) (7) (8) (9) (10) (11) (12) (13) We certify that written consent from promoters has been obtained for inclusion of their specified securities as part of promoters’ contribution subject to lock-in and the specified securities proposed to form part of promoters’ contribution subject to lock-in shall not be disposed / sold / transferred by the promoters during the period starting from the date of filing the draft red herring prospectus/draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft red herring prospectus/draft prospectus. there shall be only one denomination for the equity shares of the issuer and (b) An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time. in our view. We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of sub-section (3) of section 73 of the Companies Act. 2009 have been made in addition to disclosures which. We certify that the proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association. 65 . We certify that a disclosure has been made in the draft red herring prospectus/draft prospectus/ draft letter of offer that the investors shall be given an option to get the shares in demat or physical mode. We undertake that sub-regulation (4) of regulation 32 and clause (c) and (d) of sub-regulation (2) of regulation 8 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. We certify that all the applicable disclosures mandated in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. We confirm that arrangements have been made to ensure that promoters’ contribution shall be received at least one day before the opening of the issue.

66 . page number of the draft red herring prospectus/ draft prospectus/ draft letter of offer where the regulation has been complied with and our comments. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) Note: The requirements in items 5.etc.(14) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer. 2009. promoters experience . containing details such as the regulation number. if any. 6 and 7 are not applicable in case of a rights issue. (15) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. the status of compliance. its text. the risk factors. situation at which the proposed business stands.

FORM B [See regulations 8(1)(d) and 10(3)(b)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY DEBENTURE TRUSTEE ALONG WITH DRAFT OFFER DOCUMENT To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of ……………………. by ……………………….. (Name of the Issuer) We, the debenture trustees to the above mentioned forthcoming issue, state as follows: (1) (2) (3) We have examined the documents pertaining to the said issue. We have also examined the relevant documents pertaining to the security to be created. On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, WE CONFIRM that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security/asset cover for the secured convertible debt instruments to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the property as second charge/pari passu charge (wherever applicable) (c) The issuer has made all the relevant disclosures about the security/asset cover (d) The issuer has made all the relevant disclosures about its continued obligations towards the holders of convertible debt instruments. (e) All disclosures made in the draft prospectus/letter of offer with respect to the convertible debt instruments are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. We have satisfied ourselves about the ability of the issuer to service the debt securities.

(4)

Place: Date:

Debenture Trustee to the Issue with his Official Seal

Note: With respect to the issue of unsecured convertible debt instruments, the debenture trustee shall not certify and confirm the requirements stated in item 2 and sub-item (a), (b) and (c) of item 3 above.

67

FORM C [See regulation 8(2)(b)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER AT THE TIME OF REGISTERING OFFER DOCUMENT WITH THE REGISTRAR OF COMPANIES / FILING LETTER OF OFFER WITH THE DESIGNATED STOCK EXCHANGE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of ……………….. by ……………………… (Name of the Issuer) (1) This is to certify that the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on …. (date) was suitably updated under intimation to the Board and that the said red herring prospectus/prospectus or letter of offer contains all the material disclosures in respect of the issuer as on the said date. We confirm that the registrations of all the intermediaries named in the red herring prospectus/prospectus or letter of offer are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority. We confirm that written consent from promoters has been obtained for inclusion of their securities as part of promoters’ contribution subject to lock-in. We further confirm that the securities proposed to form part of promoters’ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date. We confirm that agreements have been entered into with both the depositories for dematerialisation of the securities of the issuer. We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and/or prospectus.

(2)

(3) (4)

(5) (6)

Place: Date:

Merchant Banker(s) to the Issue with Official Seal(s)

Note: The requirements in items 3, 4 and 6 above are not applicable in case of a rights issue.

68

FORM D [See regulation 8(2)(e)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of …………………….. by ……………………. (Name of the Issuer) (1) This is to certify that all the material disclosures in respect of the issuer as on the date of opening of the issue have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on ….. (date) and subsequent amendments/ advertisements (if applicable) dated …...... (Details of advertisements to be enclosed), We confirm: (a) that the registrations of all the intermediaries named in the red herring prospectus/prospectus /letter of offer, are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority as on date. (b) that the securities proposed to form part of promoters’ contribution and subject to lockin, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date. (c) that the abridged prospectus/letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Place: Date:

Merchant Banker(s) to the Issue with Official Seal(s)

Note: The requirements in item 2(b) above are not applicable in case of a rights issue.

69

FORM E [See regulation 8(2)(f)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER AFTER OPENING OF THE ISSUE BUT BEFORE CLOSURE OF SUBSCRIPTION To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of …………………… by …………………… (Name of the Issuer) (1) This is to certify that all the material disclosures in respect of the issuer as on date have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the recognised stock exchange (in case of a rights issue) on ……… (date) and subsequent amendments/ advertisements (if applicable) dated ……….. (Details of advertisements to be enclosed). We confirm that the registrations of all the intermediaries named in the red herring prospectus/prospectus/letter of offer, are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority as on date. We also confirm that the specified securities proposed to form part of promoters’ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.

(2)

(3)

Place: Date:

Merchant Banker(s) to the Issue with Official Seal(s)

Note: The requirement in item 3 above is not applicable in case of a rights issue.

70

2009. The fulfilment of the eligibility criteria as specified in that regulation.FORM F [See regulation 10(3)(a)] ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT FOR FAST TRACK ISSUE (1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority. by the issuer. 2009. We confirm that the abridged prospectus / abridged letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. We confirm that agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer. We confirm that the issuer is eligible to make fast track issue in terms of regulation 10 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. Merchant Banker(s) to the Issue with Official Seal(s) (2) (3) (4) (5) (6) Place: Date: 71 . 2009. has also been disclosed in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue). We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations. We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus.

FORM G [See regulation 65(3)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH FINAL POST ISSUE REPORT To. 2009. (2) (3) Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) 72 . We certify that specified securities included as minimum promoters’ contribution and the specified securities in excess of minimum promoters’ contribution have been locked-in in terms of regulation 36 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. (c) details of lock-in have been provided to all the stock exchanges on which specified securities are to be listed. We certify that provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with regulation 37 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations.: Public issue of …………………… by ……………………… (Name of Issuer) We. (b) if the specified securities offered for lock-in are in dematerialised form. non transferability details have been informed to the depositories. before the listing of the specified securities. the under noted post issue lead merchant bankers to the abovementioned issue state as follows: (1) We confirm that – (a) the certificates in respect of locked-in specified securities have been stamped ‘not transferable’ indicating the period of non-transferability. Sub. 2009. Securities and Exchange Board of India Dear Sirs.

(c) Change in main object clause of the issuer. along with fees: If changes are made in the offer document with respect to the following. (vii) Section 7: Legal and other information: Any new litigation or any development about a pending litigation which is material in view of the merchant bankers. (iv) Section 4: Management: Appointment of any new director. (b) Change in more than half of the board of directors of the issuer. (g) Changes which may result in non-compliance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. (v) Section 5: Promoter Group: Any addition to the promoter group or group companies. along with fees: (a) If changes are made in the offer document with respect to the following. 2009 SCHEDULE VII [See regulation 11(4)] NATURE OF UPDATION/CHANGES IN THE OFFER DOCUMENT AND CONSEQUENT STEPS THEREIN REQUIRING FILING OF UPDATED OFFER DOCUMENT (1) Changes which require fresh filing of the draft offer document with the Board. (e) Any increase or decrease in estimated issue size by more than ten per cent (f) Any increase or decrease in estimated deployment in any of the objects of the issue by more than ten per cent. (2) 73 . Changes which require filing of the updated offer document with the Board. (vi) Section 6: Financial Statements: Any variation in net profit after tax or net loss after tax and/ or extraordinary items in excess of 10% over the last updated financials submitted to SEBI. along with payment of fees as specified in Schedule IV of these regulations: (i) Section 1: Risk Factors: Any material development which may result in potential risk and may require updation in this section. (d) Any addition or deletion to objects of the issue resulting in a change in estimated issue size or estimated means of finance by more than ten per cent. (ii) Section 2: Capital Structure: An aggregate increase of 5% or more in the shareholding of the promoter or promoter group or an aggregate increase of 5% or more in the shareholding of the top ten shareholders.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2009 and the lead merchant banker intends to seek relaxation under regulation 109 of the said regulations. along with the fees as specified in Part A of Schedule IV: (a) Change in promoter or persons in control of the issuer. (iii) Section 3: Issue Size: Any addition or deletion to the objects of the issue resulting in a change in the estimated issue size or estimated means of finance by not more than 10%. the issuer shall file an updated offer document with the Board. the issuer shall file fresh draft offer document with the Board in terms of regulation 6.

without fees: All other changes/ updations in the offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and updated offer document shall be filed with the Board without fees. (3) Changes which require filing of updated offer document with the Board. the issuer shall proceed with the issue after receiving a conformation to this effect from the Board. 74 .(b) After filing the updated offer document with the Board.

(g) The issuer shall ensure that all material matters informed or reports circulated prior to the issue or thereafter by the issuer or any person on its behalf or attributed or attributable to the issuer having a material bearing in taking an informed decision shall also be covered in the offer document. the same shall be adequately cross-referenced by indicating the page and paragraph numbers. 58(1) and 58(2)] DISCLOSURES IN OFFER DOCUMENT. Further. ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER The words "group companies". firms. wherever they occur. (b) All blank spaces in the draft offer document shall be filled up with appropriate data before registering the offer document with the Registrar of Companies or filing the same with the recognised stock exchanges. 1956 or not. 57(2)(b). promoted by the promoters of the issuer. 37(a). 37(a). the same may be used through out. shall not be used unless they can be substantiated by proper source of information which shall be disclosed. (e) The offer document should not make any forward looking statements that cannot be substantiated. ventures. irrespective of whether such entities are covered under section 370 (1)(B) of the Companies Act. 44. 2009 SCHEDULE VIII [See regulations 14(3). except to the extent specifically disallowed under the regulations. (d) Wherever it is mentioned in the offer document that details are given elsewhere in the document. 57(2)(a). etc. etc. (c) Simple English for easy understanding of the contents of the offer document may be used. (f) Consistency may be ensured in the style of disclosures. Sentences that contain a combination of first and third persons may be avoided. Terms such as “market leader”. An issuer making a public issue of specified securities shall make the following disclosures in the offer document. PART A [See regulations 14(3). the source and basis of all statements or claims made shall be disclosed. However. SHELF PROSPECTUS AND PROSPECTUS (1) Instructions: (a) Only relevant and updated information and statistics shall be disclosed in the offer document. 57(2)(a)) and 57(2)(b)] DISCLOSURES IN RED HERRING PROSPECTUS. shall mean companies. 45(1)(f). an issuer making a fast track issue of specified securities may not make the disclosures specified in Part B of this Schedule in the offer document. 44. The technical terms used in explaining the business of the issuer may be clarified using simple terms to ensure better understanding by investors. (2) 75 .SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. If first person is used. 45(1)(f). “leading player”. Further.

website address. date and place of its incorporation. price and amount of specified securities offered and issue size. For taking an investment decision. (f) The following clause on ‘Risks in relation to the First Issue’ (wherever applicable) shall be incorporated in a box format in case of an initial public offer: "This being the first issue of the issuer. in the offer document. if it satisfies the conditions specified in para 2 of that Part: (I) Cover Pages: The cover page shall be of adequate thickness (preferably minimum hundred gcm. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. investors must rely on their own examination of the issuer and the offer including the risks involved. Specific attention of investors is invited to the (g) 76 . (e) The aggregate amount proposed to be raised through all the stages of offers of specified securities made through the shelf prospectus. (c) The names of the promoters of the issuer. e-mail address and where there has been any change in the address of the registered office or the name of the issuer. its telephone number. fax number.an issuer making a further public offer of specified securities may not make the disclosures specified in Part C of this Schedule. (2) The front outside cover page of the offer document shall contain only the following issue details: (a) The type of offer document (“Red Herring Prospectus” / “Shelf Prospectus” / "Prospectus"). The face value of the equity shares is (-----) and the issue price / floor price / price band is ‘X-times’ of the face value. No assurance can be given regarding an active or sustained trading in the equity shares of the issuer nor regarding the price at which the equity shares will be traded after listing. The issue price / floor price / price band (has been determined and justified by the lead merchant banker and the issuer as stated under the paragraph on “Basis for Issue Price”) should not be taken to be indicative of the market price of the specified securities after the specified securities are listed. quality). (A) Front Cover Pages: (1) The front outside and inside cover pages of the offer document shall be white and no patterns or pictures shall be printed on these pages. address of its registered office. number. reference to the page of the offer document where details thereof are given. contact person. as may be applicable. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. there has been no formal market for the securities of the issuer. (b) The name of the issuer. its logo." The following clause on ‘General Risk' shall be incorporated in a box format: "Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. (d) The nature.

(ii) Date of closing of the issue. that the opinions and intentions expressed herein are honestly held and that there are no other facts. website addresses and e-mail addresses. accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue which is material in the context of the issue. (D) Abbreviations..statement of ‘Risk factors’ given on page number(s) …. under the section ‘General Risks’" (h) The following clause on ‘Issuer’s Absolute Responsibility’ clause shall be incorporated in a box format: "The issuer. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white. website address and e-mail address. the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. (III) Definitions and Abbreviations: (A) Conventional or general terms. (g) and (h) of para. other than those specified in sub-paras. (f). that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect. (iii) Date of earliest closing of the issue. along with their telephone numbers. (m) The following details under the heading “IPO Grading” shall be incorporated in case of an initial public offer: All the grades obtained for the initial public offer and reference to the page number(s) on which the details of IPO grading are given. (B) Issue related terms. (l) Credit rating. along with its telephone number. fax numbers." (i) The names. (k) Issue schedule: (i) Date of opening of the issue. logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the offer document with the Board. logo and address of the registrar to the issue. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (2) of sub-item (A) of Item (I) above. shall be printed in clear readable font (preferably of minimum point ten size). if applicable. 77 . (C) Issuer and industry related terms. fax number. (IV) Risk Factors: (A) The risk factors. if any. (j) The name. (n) The name(s) of the recognised stock exchanges where the specified securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchanges. having made all reasonable inquiries.

In determining the materiality of risk factors. the following: (1) The criminal charges under Indian Penal Code and violations of securities law. if any. (8) The refusal of listing of any securities of the issuer or any of its subsidiaries or associates at any time by any of the recognised stock exchanges in India or abroad. of the revenues of the issuer in the last three fiscal years. If it cannot be quantified. to address the risks and the manner in which the same are proposed to be addressed. (11) In case of outstanding debt instruments issued to public or to any person on private placement basis by the issuer. (G) The risk factors shall be disclosed in the descending order of materiality. the loss of any one or more of which would have a material adverse effect on the issuer. the default in compliance with the material covenants such as in creation of full security as per terms of issue.(B) The risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer. (5) The non-identification of acquisition targets. (H) The disclosures of Risk factors shall include. (F) The proposals to address risks shall not be given for any matter that is sub-judice before any Court / Tribunal. if limited or sporadic. (3) The seasonality of the business of the issuer. (2) All statutory clearances and approval that are yet to be received by the issuer. the financial and other implications of the same shall be disclosed. a distinct statement about the fact that the implications cannot be quantified shall be made. (10) The trading of any securities of the issuer on stock exchanges or in OTC market. (D) The risk factors shall appear in the offer document in the following manner: (1) The risks envisaged by the management. Wherever risks about material impact are stated. (9) The failure of the issuer or any of its subsidiary or group companies to meet the listing requirements of any recognised stock exchange(s) in India or abroad and the details of penalty. where any object of the issue is to finance acquisitions. etc. if any including suspension of trading. (3) Some risks may not be material at present but may have a material impact in the future. where applicable. (2) The proposals. (7) The dependence of the issuer or any of its business segments. (6) If the industry segment for which the issue is proposed by the issuer has contributed to less than twenty five per cent. (4) The issue of specified securities by the issuer within the last twelve months at a price lower than the issue price. imposed by such exchange(s). (C) The risk factors shall be determined on the basis of their materiality. default in 78 . along with the details of interim use of funds and the probable date of completing the acquisitions. the following shall be considered : (1) Some risks may not be material individually but may be material when considered collectively. upon a single customer or a few customers. (2) Some risks may have an impact which is qualitative though not quantitative. (E) The proposals to address risks shall not contain any speculative statement on the positive outcome of any litigation.

the facts shall be incorporated appropriately in the offer document. The potential conflict of interest. the details of proceedings initiated for economic offences or civil offences (including the past cases. if found guilty).. directors or key management personnel of the issuer. etc. arise after the filing the draft offer document. with a cross reference to the page where the detailed disclosures have been made in the offer document. (27) Negative cash flow. non-payment of statutory dues. default in redemption. etc. if proposed to be paid to the promoters. any disciplinary action taken by the Board or recognised stock exchanges. non-creation of debenture redemption reserve. (26) The fact that the deployment of the issue proceeds is entirely at the discretion of the issuer and is not subject to any monitoring by any independent agency. of the entities from whom the issuer has acquired the land or proposes to acquire land. disputes. promoter and wholetime directors of the issuer and group companies. The lack of adequate background and experience of the promoters of the issuer in the activities for which the issue is proposed. interest cover. promoter. quantifying such shortfall or delays. non-availability or non-maintenance of asset cover. contingent liabilities not provided for. if any. if any. 79 . The default in repayment of deposits or payment of interest thereon. The shortfall in performance vis-à-vis objects stated in the previous issues of the issuer and group companies. The portion of the issue proceeds. group companies or associates can be recalled by the lenders at any time. quantum of funds involved. if the promoters or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer. The roll over of liability. (20) The excessive dependence on key management personnel for the project for which the issue is proposed (21) The loss making group companies of the issuer. along with the nature of the litigation. directors or key management personnel of the issuer or the group companies. with any of the promoters or directors of the issuer. (28) The fact that the land is not registered in the name of the issuer.. (22) Any investment in debt instruments which are unsecured or which carry interest rate lower than the market rate. if any. The interests of the promoters. The relationship. pertaining to the issuer. (24) A summary of the outstanding litigations. defaults against banks or financial institutions. The fact that the unsecured loans taken by the issuer.(12) (13) (14) (15) (16) (17) (18) (19) payment of interest. in the schedule of the implementation of the project for which the funds are being raised in the public issue. default in payment of penal interest wherever applicable. debt-service cover. along with the relevant details. other than reimbursement of expenses incurred or normal remuneration or benefits. etc. as disclosed under the heading "Performance vis-àvis Objects" in the section "Other Regulatory and Statutory Disclosures". (23) The non-provision for decline in the value of investments. (25) The delay. If any the above mentioned litigations. overdues to banks or financial institutions. if any.

(B) The net worth before the issue (as per latest audited financial statement disclosed in the offer document) and issue size. (3) Summary consolidated financial. in a shareholders' agreement. bank finance or institutional finance in respect of working capital requirements. (VI) Introduction: (A) Summary: (1) The summary of the industry and business of the issuer. (B) General Information: 80 . 1956. for any complaint pertaining to the issue". (30) Any restrictive covenants. operating and other data. The summary shall not be one-sided to disclose the highlights of the issuer or issue. financial implications and the status of the case. period for which such demands or claims are outstanding. (C) The cost per share to the promoters and book value per share. (2) Issue details in brief. along with the disclosures of amount. in case of issue of secured convertible debt instruments. (D) The details of the group companies having business interests or other interests in the issuer. (E) The details of transaction by the issuer with group or subsidiary companies during the last year. (F) If there is a change in the name of the issuer at any time during the last three years immediately preceding the date of filing draft offer document with the Board. the nature of transactions and the cumulative value of transactions. (31) All disputed or contested tax demands and other government claims. (32) The existence of large number of pending investor grievances against the issuer and other listed companies under the same management within the meaning of section 370 (1B) of the Companies Act. (33) The risks associated with second or residual charge or subordinated obligation created on the asset cover. the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board. (34) The risk associated with orders not having been placed for plant and machinery indicating the percentage and value terms of the plant and machinery for which orders are yet to be placed (V) Prominent Notes: This section shall contain notes which are required to be given prominence and shall also include the following: (A) A disclosure to the effect that “the investors may contact any of the merchant bankers who have submitted the due diligence certificate to the Board. the directors of the company which is a promoter of the issuer. (G) The details of all financing arrangements whereby the promoter group. promoters' agreement or any agreement for short term (secured and unsecured) and long term borrowings.(29) Any lack of arrangements in place for borrowings. the reasons for the change and whether and when the objects clause of Memorandum of Association was amended to carry on activities as reflected by the new name. as regards interests of equity shareholders.

(c) The rationale or description of the grading(s) so obtained. co-managers. fax numbers and e-mail addresses of the underwriters and the amount underwritten by them. legal advisor and bankers to the issuer. The name of the monitoring agency. (b) The details of all the grades obtained from such credit rating agencies. (b) Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. telephone numbers. The statement of inter-se allocation of responsibilities among lead merchant bankers. of the issuer. (c) All the credit ratings obtained during three years prior to the filing the offer document for any of the issuer’s listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. The names. if any: (a) The names. registrars to the issue. address. The following details of IPO Grading: (a) The names of all the credit rating agencies from which grading has been obtained for the initial public offer of specified securities. The details of underwriting. Self Certified Syndicate Banks. The name. The following details of credit rating. managing director. website addresses and e-mail addresses of the merchant bankers. fax numbers. along with the address of the Registrar of Companies where the issuer is registered. telephone numbers. The brief details of the chairman. fax number and e-mail address of the compliance officer. The names. telephone numbers. website addresses and email addresses of the trustees under debenture trust deed. bankers to the issue. in case of a public issue of convertible debt instruments. 81 . brokers to the issue. telephone numbers. telephone number and e-mail address of the appraising entity. syndicate members. (b) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations. Where the issue is being made through the book building process.(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) The name and address of the registered office and the registration number of the issuer. fax numbers and e-mail addresses of the auditors of the issuer. addresses. addresses. whole time directors. telephone numbers. fax numbers and e-mail addresses of the Company Secretary. The name. contact person. addresses. address. fax numbers. The board of directors of the issuer. in case of a public issue of convertible debt instruments: (a) The names of all the credit rating agencies from which credit rating including unaccepted rating has been obtained for the issue of convertible debt instruments. The names. in case the project has been appraised. etc. addresses. etc. as furnished by the credit rating agency(ies). telephone number. addresses. the details in brief explaining the book building process. where more than one merchant banker is associated with the issue. The names.

subscribed and paid up capital (number of securities. issued. reservation for specified categories and net offer to public (number of securities. (3) The period for which the issuer proposes to avail of the stabilisation mechanism. (5) The maximum amount of funds to be received by the issuer in case of further allotment and the use of these additional funds shall be disclosed in the offer document. the number and percentage of equity shares to be lent by them and other important terms and conditions including rights and obligations of each party. (D) Capital Structure: (1) The capital structure shall be presented in the following manner in a tabular form: (a) The authorised. the extent of underwriting. inter-alia. aggregate nominal value and issue amount (to be disclosed in that order). The details shall.In case of partial underwriting of the issue. (b) Size of the present issue. stating separately the number of equity shares to be borrowed from the promoters or shareholders and over-allotted by the stabilising agent and the percentage of such equity shares in relation to the total issue size. indicating therein with regard to each allotment. the (c) (d) 82 . giving separately the promoters’ contribution. (d) Share premium account (before and after the issue). (7) The exact number of equity shares to be allotted pursuant to the public issue. (e) The underwriting agreement shall list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected from categories other than qualified institutional buyers shall be uniform across the book runner(s) or syndicate members for each such category. (ii) After conversion of convertible instruments (if applicable). their existing shareholding in the issuer. in case the issuer is required to allot further equity shares to the extent of over-allotment in the issue. description and aggregate nominal value). in number and as a percentage of the proposed issue size. names of the group companies if reservation has been made for shareholders of the group companies and applicable percentages may be given in case of a book built issue). proposed to be over-allotted by the issuer. include the name of the promoters or shareholders. (6) The details of the agreement or arrangement entered into by the stabilising agent with the promoters or shareholders to borrow equity shares from the latter. if applicable: (1) The name of the stabilising agent. post-issue. (c) Paid up capital: (i) After the issue. (2) The following notes shall be incorporated after the details of capital structure: (a) The details of the existing share capital of the issuer in a tabular form. in the prospectus or red herring prospectus before it is registered with Registrar of Companies. The details of final underwriting arrangement indicating actual number of specified securities underwritten. (4) The maximum increase in the equity share capital of the issuer and the shareholding pattern. indicating the percentage to be paid as margin by the investor at the time of bidding. (C) Green Shoe Option. (2) The maximum number of equity shares. description. the date of allotment.

percentage of the total pre and post issue capital. a document giving date-wise details of equity shares issued under employee stock option schemes. the fact shall be distinctly stated and the details of such shares allotted shall be given. date of allotment. the same shall be separately mentioned indicating the date of issue and the date of revaluation of assets. reasons for such issue and the price shall be given. reasons for the issue and whether any benefits have accrued to the issuer out of the issue. whether they are part of promoters group. Where shares have been allotted in terms of any scheme approved under sections 391-394 of the Companies Act. specific details of the names of the persons to whom such specified securities have been issued. the lock in period. negotiations and consideration of the issuer to alter the capital structure by way of split or consolidation of the denomination of the shares. If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding one year. date when the shares were made fully paid up. The details of: (i) the aggregate shareholding of the promoter group and of the directors of the promoters. The proposal or intention. persons to whom issued. nature of issue. The disclosures specified at paras (a) to (d) above shall be subject to the following: (i) Where the issuer has issued equity shares under one or more employee stock option schemes. shall be made available as a material document for inspection. Where shares have been issued for consideration other than cash or out of revaluation reserves at any point of time. price. The total shareholding of the promoters in a tabular form. if any. In case of bonus shares made out of revaluation reserves. 1956. indicating the aggregate number of equity shares issued and the price range within which equity shares have been issued in each quarter. if any and the number and percentage of pledged shares. indicating the date of issue. issue price/ consideration. including the price at which such equity shares were issued. 83 . held by each promoter. face value. number of shares. clearly stating the name of the promoter. within a period of six months from the date of opening of the present issue. the details shall be furnished in a separate table. the face value of the shares allotted and the form of consideration. (ii) Where item (i) is applicable. along with the page numbers of the offer document where extensive details of such scheme is given.(b) (c) (d) (e) (f) (g) (h) (i) number of shares allotted. particulars of equity shares issued under the employee stock option schemes may be aggregated quarter-wise. where the promoter is a body corporate. or issue of specified securities on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement.

if available. stating the date of allotment of specified securities. face value and issue price. the details shall be given for five years immediately preceding the date of filing the draft offer document. entered for safety net facility as permitted in the Regulations. its directors or the lead merchant bankers have not entered into any buy back arrangements for purchase of the specified securities of the issuer. (ii) In the case of an initial public offer. (iv) The details of compliance with regulation 32 has been complied with. bonus. the directors of the company which is a promoter of the issuer. Promoters’ contribution: (i) The details of promoters’ contribution and lock-in period in a tabular form. the number. separately in respect of each promoter. preferential etc. if the promoters’ contribution is in terms of the same optionally convertible debt instrument as is being offered to the public. the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board. (iii) all financing arrangements whereby the promoter group. the nature of allotment (rights. (v) If the issuer is exempt from the requirements of promoters’ contribution. (vi) A statement that promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under these regulations. the date when fully paid up. (vii) A statement that the promoters undertake to accept full conversion. the lead merchant banker shall certify that the person 84 . In the case of a listed issuer. A statement that the issuer. (iii) The shares acquired by promoters through public issue. rights issue.).(ii) (j) (k) the aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of the company which is a promoter of the issuer and/or by the directors of the issuer and their immediate relatives (as defined in sub-clause (ii) of clause (zc) of sub-regulation (1) of regulation 2 within six months immediately preceding the date of filing draft offer document with the Board. The aggregate cost of shares acquired in the secondary market. other than the arrangements. along with the relevant dates. if any. the percentage of promoters’ contribution to total issued capital and the date upto which the specified securities are subject to lock-in.. conversion of depository receipts or under any employee stock option scheme or employee stock purchase scheme shall be shown separately from the shares acquired in the secondary market. In case any safety net is provided in the issue. preferential issue. the relevant provisions under which it is exempt. (iv) the maximum and minimum price at which purchases and sales referred to in clause (ii) were made. bonus issue. the details regarding individual allotments shall be given from the date of incorporation of the issuer.

the information shall be disclosed on the basis of the transfers as recorded in the books of the issuer and/or the depository. (o) The following details regarding major shareholders: (i) The names of the ten largest shareholders of the issuer as on the date of registering the offer document with the Registrar of Companies. price. if any. (m) A disclosure to the effect that all securities offered through the issue shall be made fully paid-up or may be forfeited for non-payment of calls within twelve months from the date of allotment of securities (n) A disclosure stating that: (i) The unsubscribed portion in any reserved category may be added to any other reserved category. the particulars specified in items (i). (iii) In case of under-subscription in the net offer to the public portion. (q) In case it is not possible to obtain information regarding sales and purchases of specified securities by any relative of the promoters. (l) A statement that an over-subscription to the extent of ten per cent. after such inter se adjustments among the reserved categories shall be added back to the net offer to the public portion. if any. given by any person. complete details shall be given regarding safety net arrangements such as number of specified securities covered. of the net offer to public can be retained for the purpose of rounding off to the nearer multiple of minimum allotment lot. 85 . duration. spill-over to the extent of under subscription shall be permitted from the reserved category to the net offer to public portion. Further. of the lead merchant bankers and their associates in the issuer. (iii) The particulars specified in items (i) and (ii) as on a date two years prior to the date of registering the offer document with the Registrar of Companies. (ii) The number of equity shares held by the shareholders specified in clause (i) including number of equity shares which they would be entitled to upon exercise of warrant. (ii) The unsubscribed portion. including conditions subject to which the guarantee may be invoked. if any. (iii) and (iv) shall be disclosed to indicate separately the names of the persons who acquired equity shares by subscription to the public issue and those who acquired the equity shares by allotment on a firm basis or by private placement. (p) The details of shareholding. (v) If the issuer has made an initial public offer of specified securities within the immediately preceding two years prior to filing draft offer document with the Board. (ii).offering the safety net has the ability to honour the commitments and disclose the same in the offer document. loan or other instrument. complete terms of guarantee. (iv) The particulars specified in items (i) and (ii) as on a date ten days prior to the date of registering the offer document with the Registrar of Companies. option or right to convert a debenture. as applicable and a statement to such effect shall be made in the offer document.

86 . risk-free interest rate. including weightedaverage information. expected dividends. 1999 in respect of options granted in the last three years. (xi) diluted Earnings Per Share pursuant to issue of equity shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share’. namely. (xiii) weighted average exercise prices and weighted average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock. including the following details in cases where options granted to employees in pursuance of any employee stock option scheme existing prior to the initial public offer. (vii) variation of terms of options. (iv) options exercised. • any other employee who receives a grant in any one year of options amounting to five per cent or more of options granted during that year. the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options and the impact of this difference on profits and on the Earnings Per Share of the issuer. during any one year. (viii) money realised by exercise of options. in last three years (separately for each year) and on a cumulative basis for all options or equity shares issued prior to the date of the offer document. (xv) the impact on the profits and on the Earnings Per Share of the last three years if the issuer had followed the accounting policies specified in clause 13 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines. • identified employees who were granted options. (iii) options vested. (xii) where the issuer has calculated the employee compensation cost using the intrinsic value of the stock options. (ix) total number of options in force. (x) employee-wise details of options granted to: • senior managerial personnel. are outstanding at the time of the initial public offer: (i) options granted. (xiv) a description of the method and significant assumptions used during the year to estimate the fair values of options. expected volatility. (ii) the pricing formula. and the price of the underlying share in market at the time of grant of the option. (v) the total number of shares arising as a result of exercise of option. expected life. of the issued capital (excluding outstanding warrants and conversions) of the issuer at the time of grant. (vi) options lapsed. equal to or exceeding one per cent.(r) The details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer.

(4) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital. terms of repayment. terms of repayment. to sell their equity shares within three months after the date of listing of the equity shares in the initial public offer (aggregate number of equity shares intended to be sold by the holders of options). of the issued capital (excluding outstanding warrants and conversions). subordination etc. if any. the following additional disclosures shall be made. a statement to that effect. and the nature of benefit expected to accrue to the issuer as a result of the investment. senior managerial personnel and employees having equity shares issued under an employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. If such loan is to be granted to a subsidiary. nature of security. (3) If one of the objects of the issue is the grant of a loan to any entity. complete details regarding rate of interest. details of the same. (2) If one of the objects is investment in a joint venture or a subsidiary or an acquisition. the following additional disclosures shall be made: (a) Details of the form of investment. (e) The nature of benefit expected to accrue to the issuer as a result of the investment. In case of a listed issuer. subordination. (a) Basis of estimation of working capital requirement along with the relevant assumptions. which has earlier (after being a listed issuer) made any preferential allotment or bonus issue of specified securities or qualified institutions placement of eligible securities.. In case of an employee stock option scheme. i.e. designation and quantum of the equity shares issued under an employee stock option scheme or employee stock purchase scheme and the quantum they intend to sell within three months. (VII) Particulars of the Issue: (A) Objects of the Issue: (1) The objects of the issue shall be disclosed. details of the loan agreements. etc. by directors. 87 . a confirmation that the relevant provisions of the regulations have been complied with. whether secured or unsecured. equity. group or associate company. which inter-alia shall include name. (c) If the investment is in debt instruments. duration. (xvii) specific disclosures about the intention to sell equity shares arising out of an employee stock option scheme or allotted under an employee stock purchase scheme within three months after the date of listing. this information same shall be disclosed regardless of whether equity shares arise out of options exercised before or after the initial public offer. whether any dividends are assured.(xvi) (s) the intention of the holders of the equity shares allotted on exercise of options granted under an employee stock option scheme or allotted under an employee stock purchase scheme. debt or any other instrument (b) If the form of investment has not been decided. nature of security. (d) If the investment is in equity. including the rate of interest.

as the case may be. (3) The details of funds tied up and the avenues for deployment of excess proceeds. break up of expected current assets into raw materials. bank finance. (4) The details of all material existing or anticipated transactions in relation to utlisation of the issue proceeds or project cost with promoters. work in progress. modernisation. (2) Where the issuer proposes to undertake more than one activity.etc. total current liabilities. (e) A complete perspective on the present working capital position vis-à-vis the projected one based on which the money is proposed to be raised in the public issue. (c) Details of the projected working capital requirement... (B) Requirement of Funds: (1) The requirement for funds proposed to be raised through the issue.e. if required. with assumption about the holding norms for each type of current asset. key management personnel. capacity utilisation assumptions.Reasons for raising additional working capital substantiating the same with relevant facts and figures. the valuation methods. the basis for computation of the security/asset cover. (d) The total envisaged working capital requirement in a tabular form. the periodicity of such valuation and the ranking of the charge(s). (2) The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification. The relevant documents shall be included in the list of material documents for inspection. work in progress. expansion.. the cost of each phase. such as diversification. institutional finance. net current assets and envisaged sources of finance for net current assets. if any. as the case may be. excluding the amount to be raised through proposed issue and existing identifiable internal accruals. including detailed assessment of working capital after implementation of the project or achievement of objects of the issue. finished goods.. (b) 88 . directors. (3) Where the issuer is implementing the project in a phased manner. of the stated means of finance. the total project cost shall be given activity-wise or project wise.. i. sundry debtors etc. (C) Funding Plan (Means of Finance): (1) An undertaking shall be given in the offer document by the issuer confirming firm arrangements of finance through verifiable means towards seventy five per cent. associates and group companies. have been made. the reasons therefor. finished goods. shall be created. total current liabilities. which has already been implemented. including the phase.. own funds etc. the margin money thereof and the portion to be financed by any bank(s) or otherwise. (5) Disclosure of asset cover etc. own funds . (f) Details of the existing working capital available to the issuer with a break up for total current assets into raw materials. bank finance. etc.e. if any. etc. institutional finance. shall be separately given. net current assets and sources of finance for net current assets i. in case of public issue of secured convertible debt instruments: The details of the assets on which security/ asset cover. sundry debtors. (g) If no working capital is shown a part of project.

(J) Basic Terms of Issue (K) Basis for Issue Price: (1) The basis for issue price. (b) Price Earning ratio pre-issue. shall be disclosed and justified by the issuer in consultation with the lead merchant banker on the basis of the following information. up to a date not earlier than two months from the date of registering the offer document with the Registrar of Companies. (e) Net Asset Value per share based on last balance sheet. in the project cost and the means of finance after the date of issue of the appraisal report shall be explained and disclosed. as the case may be. if any. trial production. (d) Minimum Return on Increased Net Worth required to maintain pre-issue Earnings Per Share. (2) Where the promoters’ contribution has been brought prior to the public issue and has already been deployed by the issuer. pending its utilisation in the proposed project. (3) The revision. (4) The weaknesses and threats. floor price or price band. (g) An illustrative format of disclosure in respect of basis for issue price is given hereunder: (1) Adjusted Earning Per Share (EPS) and Adjusted Diluted EPS 89 . (F) Deployment of Funds: (1) The details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project).(D) Appraisal: (1) The scope and purpose of the appraisal. civil works. for the last three years (as adjusted for changes in capital). which shall be also disclosed separately: (a) Earnings Per Share and Diluted Earnings Per Share. (E) Schedule of Implementation: (1) The schedule of implementation of the project in a tabular form and the progress made so far. (c) Average Return on Net Worth in the last three years. (H) Deployment of Balance Funds: Year-wise break up of the expenditure proposed to be incurred on the project. along with the date of appraisal. (G) Sources of Financing of Funds Already Deployed: The means and source of financing. along with the name of the chartered accountant and the date of the certificate. (2) The cost of the project and means of finance shall be as per the appraisal report. including details of bridge loan or other financial arrangement. if any. (f) Net Asset Value per share after issue and comparison thereof with the issue price. if any. (I) Interim Use of Funds: Investment avenues in which the management proposes to deploy issue proceeds. the issuer shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters’ contribution. shall be disclosed by way of risk factors. installation of plant and machinery. date of commercial production and reasons for delay. if any. giving details of land acquisition. which may be repaid from the proceeds of the issue. as certified by a Chartered Accountant. pre-issue. given in the appraisal report.

63 (b) Industry P/E (i) Highest 61." (k) The face value of equity shares and the statement that the issue price.36% (b) 1993-94 28.77% (c) 1994-95 33. if any.82 (d) Weighted Average Rs.13. on the basis of assessment of market demand for the offered securities by way of book-building. the following statement shall be disclosed in the red herring prospectus: "The issue price has been determined by the issuer in consultation with the book runner(s). 13.88% Minimum Return on Total Net Worth after Issue 14. 10. as the case may be.41 (b) 1993-94 Rs.39 (c) 1994-95 Rs.94 Price/ Earning Ration (P/E) in relation to Issue Price (a) Based on 94/95 EPS 37. if any.2 (ii) Lowest 0. floor price or price band. and justification of the issue price after taking into account the diluted ratios with reference to expanded capital. (j) In case of a book built issue. (l) The accounting ratios disclosed in the offer document in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding. (i) The fact of dilution of financial ratios consequent upon issue of bonus shares. 0. The issuer shall not proceed with the issue in case the accounting ratios mentioned in items (a) to (g) above do not justify the issue price.40 (b) After issue Rs. companies of comparable size in the same industry (the source from which industry average and accounting ratios of the peer group has been taken shall be indicated).(2) (3) (4) (5) (a) 1992-93 Rs.8 (iii) Average 25. is “X” times of the face value.3 (*Based on Economic Times of 26/6/95) Return on Net Worth (a) 1992-93 27.e.. 90 . as well as on the assumption that the options outstanding.00 (h) (2) Comparison of all the accounting ratios of the issuer as mentioned in items (a) to (g) above with the industry average and with the accounting ratios of the peer group (i.45% (d) Weighted Average 30.29 (c) Issue price Rs. 8. 46.65% needed to maintain EPS at Rs. 520.82 Net Asset Value (a) As at 31-3-1995 Rs. to subscribe for additional capital will be exercised. 94.

machinery. past production figures for the industry. electricity. (ii) The details about the market. technology. etc. justification for the price difference shall be given in the offer document. process. the date of quotations relied upon for the cost estimates given shall also be mentioned. demand and supply forecasts (if given. if any (in case of a issuer providing any "service" particulars. etc. existing installed capacity.: (i) Details shall be given in a tabular form. (c) Collaborations. etc.In case the option of differential pricing under regulation 29 has been availed. including the age of the machines. balance estimated life.. (b) Plant. The source of data used shall be mentioned. including details of the competition. should be essentially with assumptions unless sourced from a market research agency of repute). (iv) The details of the second hand machinery bought or proposed to be bought. (ii) In case machines are yet to be delivered. cost of the machines. (ii) paid up share capital. (L) Tax Benefits: Any special tax benefits for the issuer and its shareholders. name of the suppliers. consumer or industrial and end users. etc. (4) Issue of debt instruments bearing interest less than bank rate: Whenever fully convertible debt instruments are issued bearing interest at a rate less than the Bank Rate. (iii) The approach to marketing and proposed marketing set up. (iii) The percentage and value terms of the plant and machinery for which orders are yet to be placed shall be stated. the offer document shall contain disclosures about the price that would work out to the investor. (3) 91 . (d) Infrastructure facilities for raw materials and utilities like water. (iii) turnover of the last financial year of operation. (iv) general information regarding such persons relevant to the issuer. past trends and future prospects regarding exports (if applicable). etc. taking into account the notional interest loss on the investment from the date of allotment of FCDs to the date(s) of conversions). any performance guarantee or assistance in marketing by the collaborators: The following information regarding persons or entities with whom technical and financial agreements have been entered into shall be given: (i) place of registration and year of incorporation. (iv) The export possibilities and export obligations. (e) Products or services of the issuer: (i) The nature of the product(s). as applicable). date of placement of order and the date or expected date of supply. that is. which shall include the details of the machines required to be bought by the issuer. shall also be given. if any. (VIII) About the Issuer: (A) Industry Overview (B) Business Overview (1) Details of the business of the issuer: (a) Location of the project.

where there is more than one separate vendor. brand names. specifying the date of the transaction and the name of such promoter. or the issuer is a sub purchaser. (iii) the nature of the title or interest in such property acquired or to be acquired by the issuer. proposed capacities for existing as well as proposed products and the assumptions for future capacity utilisation for the next three years (from the date of commencement of commercial production) in respect of existing as well as proposed products. promoter. paid or payable for goodwill. or a director or proposed director of the issuer had any interest. (iv) short particulars of every transaction relating to the property completed within the two preceding years. capacity utilisation for these products in the previous three years. or was at the time of the transaction. • If the projected capacity utilisation is higher than the actual average capacity utilisation by more than 25% during the previous three years. in which any vendor of the property to the issuer or any person who is. the salient features of the agreement entered into for the use of the intellectual property rights by the issuer. (ii) No forecast of projections relating to financial performance of the issuer shall be given in the offer document. a promoter. address. Intellectual property rights: (a) If the issuer is entitled to certain intellectual property rights such as trade marks. if any. 92 . (b) A brief statement about future prospects. (ii) the amount paid or payable in cash. specifying separately the amount. shares or debentures to the vendor and. descriptions and occupations of the vendors. whether the same are legally held by the issuer and whether all formalities in this regard have been complied with. etc. (b) In case the intellectual property rights are not registered in the name of the issuer. direct or indirect. (c) In case the intellectual property rights are registered in the name of entity in which the promoters are interested. Property Purchase of property: (a) As respects any property referred to in sub-clause (b): (i) the names.(2) (3) (4) (5) Business strategy: (a) A brief statement about business strategy. director or proposed director and stating the amount payable by or to such vendor. director or proposed director in respect of the transaction. the amount so paid or payable to each vendor. including the following: (i) Capacity and Capacity Utilisation: • A table shall be incorporated giving the existing installed capacities for each product. shall be stated. how the issuer proposes to achieve the projected levels of capacity utilisation in view of its failure to achieve levels of similar capacity utilisation in the past. the name of the entity with which they are registered.

marketing. of such entities to any promoter or director of the issuer. the length of time during which the business has been carried.The property to which sub-clause (a) applies is a property purchased or acquired by the issuer or proposed to be purchased or acquired. (iii) Time/cost overrun in setting up projects including the proposed project. or (ii) as respects which the amount of the purchase money is not material. • if the issuer proposes to acquire a business which has been carried on for less than three years. changes in registered offices of the issuer and reasons therefore. competition etc. dates on which names have been changed. (b) Details of the major events in the history of the issuer. • for the purpose of this clause. reasons for change of name. if applicable. date of commencement of business. (ii) Raising of capital in form of equity or debt. the contract not being made in contemplation of the issue nor the issue in consequence of the contract. if any. (b) 93 . (b) Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer. including the details of: (i) Capacity/facility creation. (C) Key Industry-Regulation (if applicable) (D) History and Corporate Structure of the issuer: (1) History and main objects and present business of the issuer including the following details: (a) Details of the issuer such as the date of incorporation. the members of the firm shall not be treated as separate vendors. (d) The figures appearing under this section shall be consistent with the figures appearing under the section "Cost of the Project". along with the relation. other than property: (i) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer’s business. date of conversion of partnership into limited company or private limited company to public limited company. then this fact may be indicated by way of an affirmative statement. location of plant. which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the offer document or the purchase or acquisition of which has not been completed at the date of issue of the offer document. (c) Details of whether the issuer has applied/ received all the approvals pertaining to land. (6) Land : (a) The names of the entities from whom the land has been acquired/ proposed to be acquired alongwith the cost of acquisition. as applicable. where a vendor is a firm. If no such approvals are required to be taken by the issuer. products. dates on which the Memorandum of Association of the issuer have been amended citing the details of amendment.

Main objects as set out in the Memorandum of Association of the issuer Details regarding subsidiary(ies) of the issuer including: (a) Name of the subsidiary. the description of the activities. the standing of the issuer with reference to the prominent competitors with reference to its products. products. (h) The number of members/ shareholders of the issuer. (v) Negative features like time / cost overrun. security available. (c) capital structure. managerial competence and capacity built-up. the growth of the issuer. management. (e) Injunction or restraining order. if any (to be provided even if the issuer is not a party to such an agreement. market. parties to. not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the issuer or a contract entered into more than two years before the date of the offer document. services. loss of agencies or markets and similar factors. with possible implications. period of guarantee. given to third parties by the promoters offering their shares in the proposed offer for sale. including discontinuance of lines of business. environmental issues. etc. (c) All such agreements shall be included in the list of material contracts required under sub-item (A) of Item (XII) Other agreements: (a) The dates. if applicable. but is aware of such an agreement). obligations on the issuer. amount. market of each segment. lock out. geographical.e. (d) Corporate profile of the issuer regarding its history. conversion of loans into equity along with reasons thereof. if any. (b) nature of business. exports and profits due to foreign operations together with the country-wise analysis. major suppliers and customers. (f) The technology. amalgamation. and general nature of every other material contract. (iv) 94 . (b) Guarantees. (f) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer Shareholders' agreements: (a) Key terms of subsisting shareholders’ agreements. (e) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer. mergers. financial implications in case of default. (g) Details regarding acquisition of business/undertakings. (c) Complete details of the subsidiaries and holding company. stating reasons. segment. strikes and reasons for the same etc. i. if any. (d) shareholding of the issuer. if any. consideration etc. defaults and lock out / strikes etc (vi) Details regarding the changes in the activities of the issuer during the last five years which may have had a material effect on the profits/loss.(2) (3) (4) (5) Defaults or rescheduling of borrowings with financial institutions/ banks. revaluation of assets etc.

giving their directorships in other companies. and general nature of every contract appointing or fixing the remuneration of a Director. or (ii) in any property acquired by the issuer within two years of the date of the offer document or proposed to be acquired by it. (3) Shareholding of directors. experience. including details of qualification shares held by them. pursuant to which of the directors was selected as a director or member of senior management. the amount of compensation paid. Managing Director or Manager whenever entered into within or more than. a brief description of the plan and the basis upon which the directors participate in the plan. (d) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract. During the last financial year. (c) All such contracts shall be included in the list of material contracts required under sub-item (A) of Item (XII). even if the compensation is payable at a later date. (E) Management: (1) Board of Directors: (a) Name. The disclosure shall also cover contingent or deferred compensation accrued for the year. (b) Where the interest of such a director consists in being a member of a firm or company. and other directors (including nominee directors. (b) 95 . age. occupation and date of expiration of the current term of office of manager. (e) Details of borrowing powers. managing director. parties to. by the issuer for services in all capacities to the issuer. (b) The nature of any family relationship between any of the directors. or to qualify him as. (i) in the promotion of the issuer. and benefits in kind granted on an individual basis to all such persons. qualifications. (2) Compensation of Managing Directors/ Whole time Directors: (a) The dates. if any. (7) Financial partners. of every Director. or otherwise for services rendered by him or by the firm or company. (c) Any arrangement or understanding with major shareholders. Director Identification Number. whole-time directors). address. Whole-time Director. (b) If any portion of the compensation was paid pursuant to a bonus or profitsharing plan. wherever applicable.All such agreements shall be included in the list of material contracts required under sub-item (A) of Item (XII) (6) Strategic partners. suppliers or others. with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become. two years before the date of the offer document. in connection with the promotion or formation of the issuer shall be disclosed. a director. (4) Interest of directors: (a) Full particulars of the nature and extent of the interest. the nature and extent of the interest of the firm or company. customers.

customers. 96 . (i) Bonus or Profit Sharing Plan for the key management personnel. (g) Disclose status of key management personnel. pursuant to which any of the key managerial personnel. business experience. the amount of compensation paid. Corporate Governance: (a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement. etc. (b) Name. Employees: (a) Refer the page of the offer document where disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer. functions and areas of experience in the issuer. The disclosure shall also cover contingent or deferred compensation accrued for the year. including the names of committee members and a summary of the terms of reference under which the committees operate shall also be disclosed. thereof. and benefits in kind granted. to the key managerial personnel on an individual basis. even if the compensation is payable at a later date. date of joining. in the directors during the last three years. as required by the Regulations or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme. planning. finance and marketing during the last three years prior to the date of filing the offer document with the Board shall be disclosed. was selected as a director or member of senior management. qualification. reasons should be discussed. Shareholder / Investor Grievance Committee. (h) The shareholding of the key management personnel. (f) If any portion of the compensation was paid pursuant to a bonus or profitsharing plan.(5) (6) (7) (8) (9) Change. details of previous employment. (c) The nature of any family relationship between any of the key managerial personnel. term of office with date of expiration of term and details of service contracts including termination/retirement benefits. whether they are in the employment as permanent employees or otherwise. is given. a brief description of the plan and the basis upon which the key management personnel participate in the plan. by the issuer for services in all capacities to the company. (d) Any arrangement or understanding with major shareholders. (j) Changes in the Key Management Personnel: Any change otherwise than by way of retirement in the normal course in the senior key management personnel particularly in charge of production. suppliers or others. Management Organisation Structure. if any. if any. if any. Key Management Personnel: (a) Details of the key management personnel as on the date of filing the offer document with the Board indicating name. particularly those relating to composition of board of directors. constitution of committees such as Audit Committee. etc (b) Details relating to the issuer's audit committee and remuneration committee. and reasons. (e) During the last financial year. If the turnover of key management personnel is high compared to the industry.

Bank Account Numbers. (b) Details of change in control or management of the promoter companies. the Company Registration Numbers and the addresses of the Registrars of Companies where the companies are registered have been submitted to the recognised stock exchanges on which the specified securities are proposed to be listed. confirming that the Permanent Account Numbers. disclosure shall be made of the details regarding the acquisition of control. (c) A declaration. such fact shall be disclosed and a further disclosure shall be made of the shareholders who control individually or as a group. (4) If there is no identifiable promoter. other ventures of each promoter. (5) If the promoters do not have experience in the proposed line of business. terms of acquisition.. names of natural persons in control (i. Where the promoters of such companies are again companies or bodies corporate. (3) If the present promoters are not the original promoters and control of the issuer was acquired within five years immediately preceding the date of filing draft offer document with the Board. or more of the voting rights of the issuer and of persons.Payment or Benefit to Officers of the issuer (non-salary related): Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any officer and consideration for payment of giving of the benefit. who have the right to appoint director(s) on the board of directors of the issuer. or more voting rights) or who are on the board of directors of such bodies corporate shall be disclosed. consideration paid for acquisition and compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. confirming that Permanent Account Number. driving license number shall be disclosed. photograph. at the time of filing the draft offer document with them. fifteen per cent. voter ID number. if any. educational qualifications. including details of the persons who held the controlling interest in the three years immediately preceding the filing the draft offer document. (F) Promoters/ Principal Shareholders: (1) Where the promoters are individuals: (a) A complete profile of the promoters. (b) 97 . including their name. Directorship held. at the time of filing the draft offer document with them. age. 1997 and Listing Agreement as applicable. (b) A declaration. personal addresses. positions/posts held in the past. experience in the business or employment and in the line of business proposed in the offer document. their business and financial activities. if any. (2) Where the promoters are companies: (a) History of the companies and the promoters of the companies shall be furnished. that fact shall be disclosed explaining how the proposed activities would be carried out/managed. Bank Account Number and Passport Number of the promoters have been submitted to the recognised stock exchanges on which the specified securities are proposed to be listed. holding fifteen per cent.e. special achievements. date of acquisition.

f. w.e. in connection with the promotion or formation of the issuer. a director. (G) Currency of presentation: One standard financial unit shall be used in the offer document. 2. (7) The following information in respect of all the group companies shall be given wherever applicable: (a) the name and type of organisation (b) brief description of the business. (6) 17 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. 01. brief details of the interest shall be given along with cross-reference to the pages on which extensive details have been given in the offer document. or to qualify him as. The financial informations specified in this item shall be certified by only those auditors who have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI. All financial informations specified in this item must be reaudited for one full financial year and the stub period. directors or group companies : (a) in the promotion of the issuer. (c) nature and extent of interest of the promoters (8) Full particulars of the nature and extent of the interest.04. the nature and extent of the interest of the firm or company. (c) Where the interest of such a director or promoter consists in being a member of a firm or company.]] (A) Selected Consolidated Financial and Operating data: (1) The consolidated financial statement prepared on the basis of Accounting Standard 21(AS 21) “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India shall be incorporated in the offer document. (H) Dividend policy (IX) Financial Statements: 17 [[Notes: 1. or otherwise for services rendered by him or by the firm or company.10. 98 . of every promoter. if any. construction of building and supply of machinery. etc.If the promoters have any interest in the issuer other than as promoters. 2009. with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become. or (b) in any property acquired by the issuer within two years of the date of filing draft offer document with the Board or proposed to be acquired by it. with full details of the transaction and the amount involved (9) Payment or benefit to promoters of the issuer: Any amount or benefit paid or given within the two years preceding the date of filing draft offer document with the Board or intended to be paid or given to any promoter or promoter group and consideration for payment of giving of the benefit. (d) in any transaction in acquisition of land. by the auditor certifying them in case where the financial statements were audited by an auditor who had not been subjected to peer review process of ICAI.

giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years. instead of dealing separately with the issuer’s profits or losses. if any. and. deal with the assets and liabilities of the issuer at the last date to which the accounts of the issuer were made up. the allowance to be made for persons other than the members of the issuer. or (ii) individually with the assets and liabilities of each subsidiaries. containing a statement of that fact (and accompanied by a statement of the accounts of the issuer in respect of that part of the said period up to a date not earlier than six months of the date of issue of the offer document indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. in accordance with para (2) or (3) of sub-item (B) of Item (IX). so far as they concern the members of the issuer.All the notes to the accounts. (B) Financial Information of the issuer: (1) A report by the auditors of the issuer with respect to: (a) profits and losses and assets and liabilities. so far as they concern the members of the issuer. or (ii) individually with the profits or losses of each subsidiary. the report shall: (a) so far as regards profits and losses. deal as a whole with the profits or losses of the issuer. with or without the issuer’s assets and liabilities. and (b) so far as regards assets and liabilities. or. paid by the issuer in respect of each class of shares in the issuer for each of the five financial years immediately preceding the issue of the offer document. (2) If the issuer has no subsidiaries. and (b) the rates of dividends. if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the offer document.recurring nature) for each of the five financial years immediately preceding the issue of the offer document. and. (2) 99 . the report shall: (a) so far as regards profits and losses. with the combined profits or losses of its subsidiaries. and (b) so far as regards assets and liabilities. so far as they concern the members of the issuer. significant accounting policies as well as the auditors’ qualifications shall be incorporated. deal with the profits or losses of the issuer (distinguishing items of a non. as the case may require. The said statement may indicate the nature of provision or adjustments made or are yet to be made). deal either: (i) as a whole with the combined profits or losses of its subsidiaries. deal separately with the issuer’s profits or losses as provided by para (2) of sub-item (B) of Item (IX) and in addition. deal separately with the issuer’s assets and liabilities as provided by para (2) of sub-item (B) of Item (IX) and in addition. deal either: (i) as a whole with the combined assets and liabilities of its subsidiaries. (3) If the issuer has subsidiaries. and shall indicate as respects the assets and liabilities of the subsidiaries.

penalty. etc. being a date not more than one hundred and twenty days before the date of the issue of the offer document. if the issuer had at all material times held the shares to be acquired. and (ii) where the other body corporate has subsidiaries. the issuer will become entitled to an interest as respects either the capital or profits and losses or both. in respect of the shares to acquired. (a) If: (i) (5) (6) (7) the proceeds. in relation to assets and liabilities so dealt with for holders of other shares. deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (a) (ii) above in relation to the issuer and its subsidiaries. default. and (ii) the assets and liabilities of the business at the last date to which the accounts of the business were made up. and • the assets and liabilities of the other body corporate at the last date to which its accounts were made up. and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith. (a) Age-wise analysis of sundry debtors shall be given. that body corporate will become a subsidiary of the issuer. or any part of the proceeds. a report made by accountants (who shall be named in the offer document) upon: (i) the profits or losses of the business of each of the five financial years immediately preceding the issue of the offer document. (b) Aggregate book value of quoted investments as well as aggregate market value of quoted investments shall be disclosed. thereof. in such business exceeding fifty percent. 100 . have concerned members of the issuer and what allowance would have fallen to be made. of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate. Principal terms of loan and assets charged as security: Brief terms and conditions of the term loans including re-schedulement. prepayment. or anything to be done in consequence thereof. or is. (b) The said report shall: (i) indicate how the profits or losses of the other body corporate dealt with by the report would. a report shall be made by accountants (who shall be named in the offer document) upon: • the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the offer document. to be applied directly or indirectly: (a) in the purchase of any business. or any part of the proceeds. or (b) in the purchase of an interest in any business and by reason of that purchase. of the issue of the shares or debentures are.(4) If the proceeds. or in connection therewith.

the re-computation of the financial statements shall be in accordance with correct accounting policies. if any. the profits or losses of the earlier years (required to be shown in the offer document) and of the year in which the change in the accounting policy has taken place shall be recomputed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years. (e) Statement of profit or loss shall disclose the profit or the loss arrived at before considering extraordinary items and after considering the profit or loss from extraordinary items. An illustrative format of the disclosure of profits and losses on this basis is specified hereunder: Year ended March 31. wherever quantification is possible: (a) Adjustments/ rectification for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications. Statements of Assets and Liabilities and Profit and Loss or any other financial information shall be incorporated after making the following adjustments. (c) Where there has been a change in accounting policy. If the impact of nonprovisions is not considered ascertainable.(8) (9) All significant accounting policies and standards followed in the preparation of the financial statements shall be disclosed including all notes thereto and the auditors’ qualifications shall be incorporated. which have not been given effect to. …. then a statement to that effect by the auditors (b) Material amounts relating to adjustments for previous years shall be identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit or loss occurred. (d) If an incorrect accounting policy is followed. 20X3 20X4 20X5 (Rupees In lakhs) 20X1 Income Sales of products manufactured by the issuer of products traded in by the issuer Total Other income Increase (decrease) in inventories Expenditure Raw materials consumed Staff costs Other manufacturing expenses 20X2 1000 100 1100 10 40 1150 400 200 250 1240 60 1300 30 (70) 1260 480 220 260 1640 60 1700 40 60 1800 630 240 280 1800 200 2000 60 180 2240 1110 340 540 1800 200 2000 100 310 2410 1200 400 650 101 . shall be highlighted along with the management comments.. Audit qualifications.

Administration expenses Selling and distribution expenses Interest Net profit before tax and extraordinary items Taxation Net profit before extraordinary items Extraordinary items (net of tax) Net Profit after Extraordinary Items 40 110 60 1095 55 25 30 42 120 55 1227 33 12 21 49 60 130 90 1495 305 144 161 (64) 97 80 190 200 2635 (295) (185) (110) 800 700 85 250 140 2795 (385) (235) (150) 1000 850 30 70 (f) The statement of assets and liabilities shall be prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth arrived at after such deductions. An illustrative format of assets and liabilities is specified hereunder: As at March 31. 20X3 20X4 20X5 (Rupees in lakhs) 900 (170) 730 (89) 922 (250) 672 (83) 1350 (320) 1030 (75) 20X1 (1) Fixed Assets Gross Block Less Depreciation Net Block Less: Revaluation Reserve Net Block after adjustment for Revaluation Reserve (2) Current Assets. Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Other Current Assets Total (3) Liabilities and Provisions: Secured Loans Unsecured Loans Current Liabilities and Provisions 20X2 440 (55) 385 (100) 750 (107) 643 (95) 285 548 641 589 955 485 28 13 78 70 674 420 30 14 100 80 644 720 30 22 85 55 912 1030 500 200 1100 200 3080 3200 2500 400 2000 220 8320 376 3 250 607 3 180 616 330 620 460 460 4000 1100 102 . ….

(11) The offer document shall disclose details of `Other Income' in all cases where such income (net of related expenses) exceeds twenty per cent. directly or indirectly. the issuer. control or are controlled by.Total (4) Net worth (5) Represented by Share Capital Reserves Less: Revaluation Reserve Reserves (Net of revaluation reserves) Net worth (g) (a) (b) (c) (629) 330 300 130 (100) 30 330 (790) 402 300 197 (95) 102 402 (946) 607 400 296 (89) 207 607 (1080) 2589 1600 1072 (83) 989 2589 (5560) 3715 2000 1790 (75) 1715 3715 Relevant details of all the contingent liabilities. and close members of any such individual’s family. or any transactions that are unusual in their nature or 103 . shall be mentioned separately. (ii) associates. (10) The turnover disclosed in the Profit and Loss Statement shall be bifurcated into: turnover of products manufactured by the issuer. or has arisen out of business activities/ other than the normal business activities. directing and controlling the activities of the issuer. turnover of products traded in by the issuer. (v) enterprises in which a substantial interest in the voting power is owned. (12) Related Party Transactions: The issuer shall disclose the following details of related party transactions and make disclosures in accordance with the requirements of Accounting Standard (AS 18) “Related Party Disclosures” issued by the Institute of Chartered Accountants of India: (a) Information with respect to transactions or loans between the issuer and (i) enterprises that directly or indirectly through one or more intermediaries. directly or indirectly. and (e) an indication as to whether such income is recurring or non-recurring. or are under common control with. (b) The nature and extent of any transactions which are material to the issuer or the related party. of the net profit before tax. (iv) key managerial personnel. those persons having authority and responsibility for planning. including directors and senior management of companies and close members of such individuals’ families. an interest in the voting power of the company that gives them significant influence over the issuer. and turnover in respect of products not normally dealt in by the issuer but included in (b) above. (iii) individuals owning. that is. including: (d) the sources and other particulars of such income. by any person described in (c) or (d) or over which such a person is able to exercise significant influence and includes enterprises owned by directors or major shareholders of the issuer.

involving goods.24:1 0. net worth. This ratio shall be calculated excluding revaluation reserves. (c) The amount of outstanding loans (including guarantees of any kind) made by the issuer or any of its parent companies to or for the benefit of any of the directors or key managerial personnel.3000 lacs to Rs. (b) In case of any change in the share capital since the date as of which the financial information has been disclosed in the offer document.conditions. The impact of outstanding financial instruments. and the debt/ equity ratios before and after the issue is made shall be incorporated. (13) Accounting and other ratios: (a) The following key accounting ratios shall be given for each of the accounting periods for which financial information is given. services.4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. (c) Return on net worth: This ratio shall be calculated after excluding revaluation reserves and extra-ordinary items. (c) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at As Adjusted 30-6-20X1 for issue (Rupees in lakhs) 1870 1870 4370 4370 Short-Term Debt Long Term Debt Shareholders Funds Share Capital 4000 4450 Reserves 14570 37520 Total Shareholders Funds 18570 41940 Long Term Debt/Equity 0. The information given should include the amount outstanding as of the latest date. (d) Net Asset Value per share. its impact on the key ratios should be distinctly brought out. if any. (f) In the event of capital structure undergoing a change on account of capitalisation of reserves. (b) Earnings per Share and Diluted Earnings Per Share: This ratio shall be calculated after excluding extra ordinary items. a note explaining the nature of the change shall be given. (e) ‘Accounting and other Ratios’ shall be based on the Financial Statements prepared on the basis of Indian Accounting Standards. (14) Capitalisation Statement: (a) A Capitalisation Statement showing total debt. to which the issuer or any of its parent companies was a party. should also be disclosed. and the interest rate on the loan. on the ratios.10:1 Note: Since 31-3-20X1 (which is the last date as of which financial information has been given in para of this document) share capital was increased form Rs. the nature of the loan and the transaction in which it was incurred. 104 . or tangible or intangible assets.

20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) 28 70 89 546 675 (4) (6) (5) (8) (20) (9) (100) (10) (120) (10) Tax 105 . the following factors shall be identified and explained through proper disclosures: (a) Profits after tax are often affected by the tax shelters which are available. the same shall be disclosed. (17) For a proper understanding of the future tax incidence. the difference between book depreciation and tax depreciation). the compliance with the following shall be ensured while making disclosure in the offer document: (a) all the financial data affected by the change in denomination of shares shall be clearly and unambiguously presented in the offer document. (c) the capital structure incorporated in the offer document shall be clearly presented giving all the relevant details pertaining to the change in denomination of the shares. arising out of export profits) while others may be limited in point of time (for example. If the loans can be recalled by the lenders at any time. (16) Unsecured loans: (a) Break-up of total outstanding unsecured loans taken by the issuer shall be given in the offer document into the amount borrowed from promoters/group companies/subsidiaries / material associate companies and amount borrowed from others. terms and conditions shall be disclosed including the interest rates and repayment schedule. group companies. (d) In respect of provision for taxation. (b) Break-up of the total outstanding unsecured loans taken by the promoters. the same shall be disclosed along with details of such loans. related parties. adjustment shall be made for deferred tax assets and deferred tax liabilities in accordance with the requirements of Accounting Standard (AS 22) “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India and a reconciliation of taxable income and book profits shall be disclosed in accordance with the illustrative format given hereunder: (15) Tax at Notional Rate Adjustments: Export Profits Difference between Year ended March 31. …. (b) comparison of financial ratios representing value per share and comparison of stock market data in respect of price and volume of securities shall be clearly and unambiguously presented in the offer document. tax holidays for new undertakings). Further. (b) Some of these are of a relatively permanent nature (for example. material associate companies and others shall be disclosed. (c) Tax provisions are also affected by timing differences which can be reversed in the future (for example. in respect of each such loan of the former category.Presentation of financials in case of change of denomination: In case of change in standard denomination of equity shares. (c) If the loans can be recalled by the lenders at any time.

arising due to such deviation. the auditors report does not deal with the profits and losses and assets and liabilities of the issuer and its subsidiaries as a whole. if it so desires.] 19 [(BA) Alternate Financial Information of the issuer in further public offers: 18 19 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. the consolidated balance sheets and profit and loss accounts shall be presented in respect of the periods. (b) In respect of business segments.10.e. when the relevant Accounting Standard issued by the Institute of Chartered Accountants of India was mandatory in respect of such issuers: (a) Where. w. may include in the offer document. (21) It shall be disclosed in the offer document whether any of the sundry debtors is related to the directors or promoters or the issuer in any way. within the period of five years. 2009. (19) In respect of the periods. (c) Impact on the financials.01. (b) In case of deviations. Similar disclosures shall be made in case of loans and advances. the financial statements prepared on the basis of more than one accounting practices. 01. disclosure of the accounting treatment had the applicable standard been followed. (20) The latest statement of audited/unaudited quarterly financial results published by the issuer in accordance with clause 41 of the equity listing agreement with the stock exchanges shall be reproduced. 18 [(22) If the issuer has entered into any scheme of arrangement during the period for which the financials are disclosed in the offer document. in respect of listed issuers. lead merchant banker to the issue shall ensure that the following disclosure requirements as specified in Accounting Standard 14 has been complied with:(a) A description of the accounting treatment followed in respect of financials contained in the schemes of arrangement and the reasons for following the treatment if it is different from those. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. which has been prescribed in applicable Accounting Standards.12. 2009.09. subject to disclosure of the material differences arising because of differences in the accounting policies of different accounting practices. when preparation of such statements was mandatory in respect of such issuers under the listing agreement with the recognised stock exchanges.f. segment result and net capital employed and where the primary segment is a geographic segment. w. 11.f.Depreciation and Depreciation Other Adjustments Net Adjustments Book 3 (7) (3) 25 25 3 (10) (5) 65 53 12 4 (25) (13) 76 (68) 144 4 (106) (49) 497 682 (185) 5 (125) (58) 617 852 (235) Tax Saving thereon Total Taxation Taxation on Extraordinary ItemsTax on Profits before Extraordinary Items (18) The issuer. within the period of five years. disclosure shall be made of segment revenue.e. if any. similar details by geographic segments shall be given. 106 .

the main heads of assets and liabilities as provided in Part I of Schedule VI of the Companies Act. (v) specified securities of issuer have not been listed pursuant to relaxation granted from clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules. (2) The issuer satisfying the conditions specified in clause (1) may disclose its financial statements as under: (i) Stand-alone and consolidated financial statements of the issuer: (1) A report by the auditors of the issuer with respect to profit or loss and assets and liabilities (indicating changes in accounting policies. (iii) financial reports of the issuer are available on the website of any recognised stock exchange having nationwide trading terminals or on a common e-filing platform specified by the Board. if any) in respect of the last completed accounting year for which audit has been completed. 1956 have been provided. (1) Working results of the issuer under following heads: (a) (i) Sales / turnover (ii) Other income (b) Estimated gross profit / loss (excluding depreciation and taxes) (c) (i) Provision for depreciation (ii) Provision for taxes (d) Estimated net profit / loss 107 . (b) In the statement of profit or loss. in lieu of information specified under sub-item (B) if: (i) the issuer is making further public offer in accordance with provisions of regulation 10. the main heads of assets and liabilities as specified in such statute shall be provided in the statement of assets and liabilities. (ii) the specified securities offered in further public offer are of the same class of those already listed on a recognised stock exchange. as at a date not earlier than six months prior to the date of the opening of the issue. 1956. if any). it shall be sufficient if: (a) In the statement of the assets and liabilities. has been provided. the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges.(1) An issuer making further public offer may disclose the financial information specified in clause (2) of this sub-item . (ii) In addition. If an issuer is governed by a statute other than the Companies Act. (2) A report by the auditors of the issuer on a limited review of the profit or loss and assets and liabilities (indicating changes in accounting policies. where audited accounts as at such date are not available. (iv) there has not been any change in management of the issuer. (3) For the purpose of sub-clauses (1) and (2) above. 1957. the following information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the offer document shall be furnished.

24:1 0. (2) Return on Networth: This ratio shall be calculated excluding revaluation reserves. (v) Capitalisation Statement: (1) A Capitalisation Statement showing total debt. (2) In case of any change in the share capital since the date as of which the financial information has been disclosed in the prospectus. (iv) Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given: (1) Earnings per share: This ratio shall be calculated after excluding extra ordinary items.As Adjusted for issue 1995 (Rupees in lakhs) 1870 Short-Term 1870 Debt Long Term 4370 Debt Shareholder s Funds Share Capital Reserves 4370 4000 4450 14570 37520 18570 41940 Total Shareholder s Funds Long Term 0. (3) Week-end prices for the last four weeks. (4) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards. (iii) Stock market quotation of shares/ convertible instruments of the company (high/ low price in each of the last three years and monthly high/low price during the last six months). and highest and lowest prices of equity shares during the period with the relative dates.10:1 Debt/Equity Note: Since 31-3-1995 (which is the last date as of which financial information has been given in para … of this document). net worth. (3) Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves. (3) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6. if any affecting financial position of the issuer. a note explaining the nature of the change shall be given.3000 108 . current market price. and the debt/ equity ratios before and after the issue is made shall be incorporated. share capital was increased from Rs.(2) Material changes and commitments.

(g) and (k)(ii) need not be given in respect of a company which is a private limited company not being a subsidiary of a public limited company. the following information for the last three years. The disclosure shall include reasons for the company having become defunct as also all pending litigations.4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. (e) Sales. (m) The information under items (e). (k) Information regarding significant adverse factors related to the group companies and in particular regarding: (i) whether the company has become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act. if any. (i) The highest and lowest market price of shares during the preceding six months with suitable disclosures for changes in capital structure during the period and the market value on the date of registering the offer document with the Registrar of Companies. (vi) One standard financial unit shall be used in the offer document. the current market price and particulars of changes in the capital structure. statutory authority or corporation or any special purpose vehicle set up by any of them. 1995 or is under winding up. (ii) whether the company has made a loss in the immediately preceding year and if so. since the date of issue and a statement regarding the cost and progress of implementation of the project in comparison with the cost and implementation schedule given in the offer document. the profit or loss figures for the immediately preceding three years. (h) Net Asset Value. the financial information may be restricted to the five largest listed group companies to be determined on the basis of the market capitalization one month before the date of filing the draft offer document or in case of a fast track issue. (d) Reserves (excluding revaluation reserve). one month before the reference date 109 . (f) Profit after tax. (c) Equity Capital. (j) If any of the companies has made public or rights issue in the preceding three years. based on the audited statements. if any. the issue price of the security. wherever applicable. (b) Nature of activities.] (C) Financial Information of Group Companies: (1) In case of an issuer not being a government company. (a) Date of Incorporation. (2) In case there are more than five listed group companies. in respect of all the group companies for past three years shall be given. in respect of such companies. along with significant notes of auditors. (g) Earnings per share and Diluted Earnings Per Share. (l) Disclosure shall be made about group companies which had remained defunct and for which application was made to the Registrar of Companies for striking off the name of the company. during the five years preceding the date of filing draft offer document with the Board.lacs to Rs. (f).

(4) Common Pursuits: (a) In case there are common pursuits among the group. (2) Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect the trading or profitability of the issuer. (3) Factors that may affect the results of operations. the reasons and justification for the same shall be spelt out and the conflict of interest situations shall be stated. 110 . (1) Overview of the business of the issuer. a distinct negative statement may be incorporated to this effect. the financial information shall be given for all the listed group companies and in addition for the largest unlisted group companies (based on turnover) so that the total number of listed and unlisted group companies for which the information is required to be given does not exceed five. (b) The related business transactions within the group and their significance on the financial performance of the issuer. (3) If the promoters have disassociated themselves from any of the companies or firms during the three years preceding the date of filing the draft offer document . If no. (D) Changes in accounting policies in the last three years (E) Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements. Provided that the financial information regarding every such group company which has become a sick industrial company or is under winding up or has a negative net worth shall be given. (4) Discussion on the results of operations: This information shall inter-alia contain the following: (a) A summary of the past financial results after adjustments as given in the auditor’s report for the past three years containing significant items of income and expenditure shall be given. the reasons therefor and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation.companies/ subsidiaries/associates companies and the issuer. In case there are less than five listed group companies. of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of such transactions (6) If any of the other group companies/subsidiaries/associate companies has business interests in the issuer then the amount of commercial business that the said company has /proposes to have with the issuer may be quantified. or its ability to pay its liabilities within the next twelve months.referred to in Explanation (I) to sub-regulation (1) of regulation 10. or the value of its assets. (5) Sales or purchase between group companies/subsidiaries/ associate companies when such sales or purchases exceed in value in the aggregate ten per cent. (b) A summary of major items of income and expenditure for the last three years and most recent entering period (c) The income and sales on account of major product/ main activities.

(d) (5) (6) In case. introduction of new products or services or increased sales prices. (d) future changes in relationship between costs and revenues. containing the following: (a) unusual or infrequent events or transactions including unusual trends on account of business activity. (e) If a material part of the income is dependant upon a single customer or a few major customers.. ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements’ shall be based on the financial statements prepared on the basis of Indian accounting practices and may additionally be presented based on other accounting practices and shall also include the post audit period. Similarly if any foreign customer constitutes a significant portion of the issuer’s business.e. change of accounting policies and discretionary reduction of expenses etc. (f) In case the issuer has followed any unorthodox procedure for recording sales and revenues. i. disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. its impact may be analysed and disclosed. (f) total turnover of each major industry segment in which the issuer operated.. the break up of the same along with the nature of the income. (X) Legal and Other Information: (A) Outstanding Litigations and Material Developments: (1) Outstanding litigations involving the issuer: (a) Litigations against the issuer or against any other company whose outcome could have a materially adverse effect of the position of the issuer. inter-alia. including an analysis of reasons for the changes in significant items of income and expenditure shall also be given. (b) significant economic changes that materially affected or are likely to affect income from continuing operations. disclosure of this fact along with relevant data. (e) the extent to which material increases in net sales or revenue are due to increased sales volume. (i) any significant dependence on a single or few suppliers or customers. (g) status of any publicly announced new products or business segment. (c) known trends or uncertainties that have had or are expected to have a material adverse impact on sales. (h) the extent to which business is seasonal. 111 . unusual items of income. revenue or income from continuing operations. (g) The nature of miscellaneous income and miscellaneous expenditure for the interim period and the preceding years Comparison of recent financial year with the previous financial years (last three years) on the major heads of the profit and loss statement. recurring or non-recurring shall be stated. in case of events such as future increase in labour or material costs or prices that will cause a material change are known. other income constitutes more than 10% of the total income. (b) All litigations against the directors involving violation of statutory regulations or alleging criminal offence. (j) competitive conditions.

if found guilty). (f) The details of the past cases in which penalties were imposed by the authorities concerned on the issuer or its directors. defaults to the financial institutions or banks. defaults. (g) of para. non-payment of statutory dues and dues towards instrument holders such as debt instrument holders. defaults. (g) Outstanding litigations. all pending litigations in which the promoters are involved. fixed deposits and arrears on cumulative preference shares. (h) The information regarding pending litigations.(c) (2) (3) Any criminal/ civil prosecution against the directors for any litigation towards tax liabilities. defaults. one lakh which is outstanding more than thirty days. (e) adverse findings. proceedings initiated for economic offences or civil offences (including the past cases. etc. (d) Pending proceedings initiated for economic offences against the issuer or its directors along with their present status. 112 . if found guilty). in respect of group companies with which the promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continue to be associated with the particular litigation(s). by the promoters and group companies. the same shall be disclosed (d) All the litigations against the promoter involving violation of statutory regulations or alleging criminal offence shall be furnished in the offer document. in respect of the issuer as regards compliance with the securities laws. if any.. any disciplinary action taken by the Board or recognised stock exchanges against the promoters and group companies. on the financial performance of the issuer shall also be mentioned. (1) of sub-item (A) of Item (X) shall also be furnished in respect of the subsidiaries of the issuer. (i) The name(s) of the small scale undertaking(s) or any other creditors to whom the issuer owes a sum exceeding Rs. prosecution under any enactment in respect of Schedule XIII to the Companies Act. etc. statutory authority or corporation or any special purpose vehicle set up by any of them. The information regarding outstanding litigations as specified sub-para. non payment of statutory dues. defaults. (b) The cases of pending litigations. (c) If any of the group companies had faced/is facing any litigations/ defaults/ over dues or labour problems/ closure etc. Outstanding litigations involving the promoter and group companies: (a) In case of an issuer not being a government company. any disciplinary action taken by the Board or stock exchanges against the issuer or its directors shall be appropriately disclosed under this head and as risk factor(s). together with the amounts involved and the present status of such litigations or defaults and the details of proceedings initiated for economic offences or civil offences (including the past cases. including disputed tax liabilities. 1956 (1 of 1956) etc. The likely adverse effect of these litigations. etc.. pertaining to matters likely to affect operations and finances of the issuer.

(C) A confirmation whether any of the directors of the issuer are associated with the securities market in any manner. etc. 1956) of promoters. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document. group companies or on the natural persons behind the body corporate if the promoter is a body corporate. if applicable. (F) Compliance with Part B of this Schedule. (B) Prohibition by the Board: A specific confirmation that there is no prohibition on the issuer. (f) adverse findings. In case there are no such cases. group companies. promoter group. group companies shall be disclosed separately indicating their present status. (5) Material developments since the last balance sheet date. as the case may be. (4) If any the above mentioned litigations. directors. (E) It may be disclosed whether the issuer. promoters. from accessing the capital market for any reasons by the Board or any other authorities. (2) All government and other approvals. in respect of the persons/entities connected with the issuer/promoter/ group companies as regards compliance with the securities laws (g) The details of the past cases in which penalties were imposed by the concerned authorities. whether the Board has initiated any action against the said entities and the related details. the facts shall be incorporated appropriately in the offer document. (B) Government Approvals or Licensing Arrangements: (1) Investment approvals (FIPB/ RBI. (G) Disclaimer clauses: (1) The offer document shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of offer document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. (D) Eligibility of the issuer to enter the capital market. ______________ has certified that the disclosures made in the offer document are generally adequate and are in conformity with the SEBI (Issue of Capital and Disclosure Requirements) Regulations. if yes. the relatives (as per Companies Act. (4) Letter of intent or industrial license and declaration of the Central Government. group companies are identified as wilful defaulters by Reserve Bank of India or other authorities. (XI) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. a distinct negative statement is required to be made in this regard in the offer document.. promoters.). Reserve Bank of India or any regulatory authority about the non-responsibility for financial soundness or correctness of the statements. Details of compliance with eligibility requirements to make a fast track issue. arise after the filing the offer document.Pending proceedings initiated for economic offences against the promoters. (3) Technical approvals. if applicable. The lead merchant banker. etc. 2009 in force for the time (e) 113 . if any.

having attached thereto the material contracts and documents referred to elsewhere in the offer document. the lead merchant banker _______________ has furnished to SEBI a due diligence certificate dated ______________ which reads as follows: (due diligence certificate submitted to the Board to be reproduced here) The filing of the offer document does not. Expenses of the issue along with a break up for each item of expense and shall include details of fees payable to . if any. absolve the issuer from any liabilities under section 63 or section 68 of the Companies Act. It should also be clearly understood that while the Issuer is primarily responsible for the correctness. as a percentage of total issue expenses and as a percentage of total issue size) separately as under: (1) Lead merchant bankers. merchant bankers to the issue. has been registered. Consent of the Directors. the lead merchant banker is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose. however. Disclaimer clause of the Reserve Bank of India (if applicable). Listing: Names of the designated stock exchange and other recognised stock exchanges to which application has been made for listing of the specified securities offered in the present issue. lenders and experts. adequacy and disclosure of all relevant information in the offer document." (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the offer document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. Expert opinion obtained. Filing or registering of the offer document with the Board and the Registrar of Companies: (1) Under this head. bankers to the issuer. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. registrar to the issue. 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. the office of the Board where the offer document has been filed shall be mentioned. Caution. at any point of time. where copy of the offer document. if any (H) (I) (J) (K) (L) (M) (N) (O) (P) 114 . Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the letter of offer. (2) Co-lead merchant bankers. SEBI further reserves the right to take up. Disclaimer clause of the stock exchanges. (2) Address of the Registrar of Companies.(in terms of amount. solicitors or advocates.being. auditors. with the lead merchant banker any irregularities or lapses in offer document.

(6) Date of completion of delivery of share/ debenture certificates. (c) If not. Commission or brokerage on previous issues. the reasons for the differentiation and how any premiums received have been or are to be disposed of. if any (specify).Last three issues of the issuer" shall be given. Performance vis-à-vis objects: (1) Issuer: (a) A list of all the public/rights issues made during the period of ten years immediately preceding the date of filing the draft offer document with the Board. (3) Type of Issue (public/ rights/ composite). (6) The amount paid or payable by way of premium. non-achievement of objects shall be brought out distinctly. if any. if any (4) Other merchant bankers (5) Registrars to the issue. stating the dates or proposed dates of issue and. (10) Others. where some shares have been or are to be issued at a premium and other shares of the same class at a lower premium. along with the year of issue.companies/ subsidiaries/associates which made any capital issue during the last three years shall be given: (1) Name of the company. (7) Date of completion of the project. (2) Year of Issue. (2) Listed Group Companies/Subsidiaries/Associates companies : 115 . (b) A separate para entitled "Performance vis-à-vis objects . (4) Amount of issue. brokerage and selling commission. (6) Advisors (7) Bankers to issues (8) Trustees for the debt instrument holders. on each equity share which had been issued within the two years preceding the date of the offer document or is to be issued. Following particulars in regard to the issuer and other listed group. Shortfall and delays shall be quantified. (5) Date of closure of issue. Previous public or rights issues.(Q) (R) (S) (T) (U) (3) Co-managers. (8) Rate of dividend paid. Previous issues of securities otherwise than for cash. indicating whether all the objects mentioned in the respective offer documents of the last three issues of the issuer during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (9) Underwriting commission. if any (during the last five years): (1) Closing Date. (2) Date of allotment. where object of the issue was financing the project. (5) If the issue(s) was at premium or discount and the amount thereof. (4) Date of listing on the recognised stock exchange. (3) Date of refunds. or at par or at a discount.

A separate paragraph entitled "Performance vis-à-vis objects - Last one issue of group companies/subsidiaries / associate companies " shall be given, indicating whether all the objects mentioned in the offer document of the last one issue of each of such companies during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (b) If not, non-achievement of objects shall be brought out distinctly. Shortfall and delays shall be quantified. (V) Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer outstanding as on the date of offer document and terms of issue. (W) Stock market data for equity shares of the issuer, if listed: The particulars of: (1) high, low and average market prices of the share of the issuer during the preceding three years; (2) monthly high and low prices for the six months preceding the date of filing the draft offer document with the Board which shall be updated till the time of registering the offer document with the Registrar of Companies; (3) number of shares traded on the days when high and low prices were recorded in the relevant stock exchange(s) during the said period of (a) and (b) above and indicating the total number of days of trading during the six months preceding the date of filing the draft offer document and the average volume of shares traded during that period and if the shares were not actively traded, such fact shall be disclosed; (4) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-rights or ex-bonus); (5) the market price immediately after the date on which the resolution of the board of directors approving the issue was approved; (6) the volume of securities traded in each month during the six months preceding the date on which the offer document is registered with the Registrar of Companies; and (7) the volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods. (X) Mechanism evolved for redressal of investor grievances: (1) The arrangements or mechanism evolved by the issuer for redressal of investor grievances. (2) the number of investor complaints received during the three years preceding the filing draft offer document with the Board and the number of complaints disposed off during that period (3) the number of investor complaints pending on the date of filing draft offer document with the Board (4) the number of investor complaints pending on the date of filing draft offer document with the Board in respect of the five largest (in terms of market capitalization) listed group companies. (5) The time normally taken by the issuer for disposal of various types of investor grievances.

(a)

116

Similar disclosure shall be made in regard to the listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956 for the period of three years prior to the date of registering the offer document with the Registrar of Companies. (Y) Change, if any, in the auditors during the last three years, and reasons, thereof. (Z) Capitalisation of reserves or profits (during last five years). (A) Revaluation of assets, if any (during the last five years) (XII) Offering Information: (A) Terms of the Issue: (1) Ranking of equity shares: The shares issued in the issue shall be pari passu with the existing shares in all respects including dividends. (2) In the case of offer for sale, the dividend for the entire year shall be payable to the transferees. Further, disclose name of the entity bearing the cost of making offer for sale along with reasons. (3) Mode of payment of dividend. (4) Face value and issue price/ floor price/ price band. (5) Rights of the instrument holders. (6) Market lot. (7) Nomination facility to investor. (8) The period of operation of subscription list of public issue. (9) Minimum subscription: (a) For Non-underwritten Public Issues: The following statement shall appear: "If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the issuer becomes liable to pay the amount, the issuer shall pay interest as per section 73 of the Companies Act, 1956." (b) For Underwritten Public Issues: The following statement shall appear: "If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document including devolvement of Underwriters within sixty days from the date of closure of the issue, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the issuer becomes liable to pay the amount, the issuer shall pay interest prescribed under section 73 of the Companies Act, 1956." (c) For Composite Issues: (i) The lead merchant banker shall ensure that the requirement of ’minimum subscription’ is satisfied both jointly and severally, i.e., independently for both rights and public issues. (ii) If the issuer does not receive the minimum subscription in either of the issues the issuer shall refund the entire subscription received. (10) Arrangements for Disposal of Odd Lots:

(6)

117

Any arrangements made by the issuer for providing liquidity for and consolidation of the shares held in odd lots, particularly when such odd lots arise on account of issues by way of rights, bonus, conversion of debentures or warrants, etc., shall be intimated to the shareholders or investors. (b) The issuer is free to make arrangements for providing liquidity in respect of odd lot shares through any investment or finance company, broking firms or through any other agency and the particulars of such arrangement, if any, may be disclosed in the offer document related to the concerned issue of capital. (c) The lead merchant banker shall ascertain whether the issuer coming for fresh issue of capital proposes to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the issuer held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document. (d) Whenever any issue results in issue of shares in odd lots, the issuer, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares. (11) Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting. (12) New Financial Instruments: (a) The lead merchant banker shall ensure that adequate disclosures in the offer document, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of any new financial instruments such as Deep Discount Bonds, Debentures with Warrants, Secured Premium Notes etc. (13) Option to Receive Securities in Dematerialised Form: (a) A statement in the offer document and in the application form to the effect that the investors have an option to either receive securities in the form of physical certificates or hold them in a dematerialised form. (B) Issue Procedure: The following disclosures shall be made: (1) Fixed price issue or book building procedure as may be applicable, including details regarding bid form / application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc. (2) Option to subscribe in the issue: (a) The details of option, if any, to receive the specified securities subscribed for either in demateralised form or physical form. If the issue size, in case of a public issue is equal to rupees ten crores or more, the specified securities issued in the public issue shall be only in dematerialized form in compliance with Section 68B of the Companies Act, 1956. It shall be disclosed that furnishing details of depositories account is mandatory and applications without depositories account shall be treated as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified securities rematerialised subsequent to allotment. (b) It shall be specifically disclosed that the specified securities, on allotment, shall be traded on stock exchanges in demat segment only.

(a)

118

(c)

(3)

(4)

(5) (6)

Disclosure that single bid from any investor shall not exceed the investment limit/minimum number of specified securities that can be held by him/her/it under the relevant regulations/statutory guidelines. The following details shall be disclosed in the offer document and application form: (a) the correct procedure for applications by Hindu Undivided Families and the fact that applications by Hindu Undivided Families would be treated as on par with applications by individuals; (b) a statement that providing bank account details in the space provided in the application form is mandatory and applications that do not contain such details are liable to be rejected; (c) the instances when an application would be rejected on technical grounds (e.g., absence of signature, age, etc.) (d) Applications by mutual funds: (i) The necessary disclosures under the heads "Procedure for applications by mutual funds" and "Multiple Applications" shall be incorporated to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. (ii) A disclosure that the applications made by asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made. (e) Applications by non-resident Indians: The following disclosures shall be made: (i) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (ii) A statement that: "non-resident Indian applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. The non-resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category." (f) Application by ASBA investors: (i) Disclosures regarding details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount shall be made in the offer document. (ii) Disclosure that the application form shall bear the stamp of the syndicate member / SCSBs and if not, the same shall be rejected. Escrow mechanism: (a) Escrow account of the issuer. (b) Escrow account of the syndicate member. Terms of payment and payment into the escrow collection account. Electronic registration of bids.

119

allotment shall be done in demat option for the specified securities sought in demat form and balance. the applications for physical shares shalll be treated as multiple applications and rejected accordingly. or 120 . (e) Equity shares in demat form with the depositories registered with the Board. will be allotted in physical form.(7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) Build up of the book and revision of bids. General instructions: (a) Do’s and don’ts. Filing of the offer document with the Registrar of Companies. (f) The investor’s attention shall also be invited to contact the compliance officer in case of any pre-issue or post-issue related problems such as nonreceipt of letters of allotment or share certificates or refund orders. Signing of underwriting agreement. any shares therein. Issuance of Confirmation of Allocation Note (“CAN”) and allotment in the Issue. (d) Bids by non-resident Indians or foreign institutional investors on repatriation basis Payment instructions: (a) Payment into escrow account of the issuer. (c) Payment instructions for Application Supported by Blocked Amount. Disposal of application and application moneys. In case of partial allotment. or subscribing for. Provisions of sub-section (1) of section 68A of the Companies Act. Submission of bid form. 1956 relating to punishment for fictitious applications. Designated date. including the disclosures that any person who: (1) makes in a fictitious name an application to a company for acquiring. irrespective of the amount for which application or bid is made. The application form shall contain space for indicating number of specified securities subscribed for in demat and physical form. it may be specifically disclosed that qualified institutional buyers shall not be allowed to withdraw their bids after the closure of the issue Price discovery and allocation. along with the instruction that applications without Permanent Account Number would be rejected. No separate applications for demat and physical is to be made. (c) Bidders’ bank account details. Other instructions: (a) Joint bids in the case of individuals. Announcement of pre-issue advertisement. (b) Multiple bids. (b) Payment into escrow account of the syndicate member. etc. (c) Instruction to applicants to disclose Permanent Account Number in the application form. (d) Rejection of Bids. If such applications are made. if any. shall be mentioned. In this regard. (b) Instructions for completing the bid form.

where the value is Rs 1500/. RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer). Method of proportionate allotment. or any other person in a fictitious name. The permissible modes of making refunds are as follows: (i) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service). Direct Credit. the respective cases where each such mode will be adopted shall be disclosed.(23) (24) (25) (26) (27) (28) (29) (2) otherwise induces a company to allot. and (iii) In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time. shares therein to him. Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. Interest on refund of excess bid amount. Basis of allotment or allocation: Disclose the names of entities responsible for finalising the basis of allotment in a fair and proper manner. in a case where the refund or portion thereof is made in electronic manner. shall be punishable with imprisonment for a term which may extend to five years. the refund instructions have not been given to the clearing system in the disclosed manner within thirty days from the date of the closure of the issue. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. Mode of making refunds: (a) The mode in which the issuer shall refund the application money to applicants in case of oversubscription shall be disclosed in the offer document. or register any transfer of. Interest in Case of Delay in Despatch of Allotment Letters or Refund Orders/instruction to Self Certified Syndicate Banks by the Registrar in Case of Public Issues: The caption "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues" shall appear and shall contain the following statement: (a) Where it is a fixed price issue: "The issuer agrees that as far as possible allotment of securities offered to the public shall be made within fifteen days of the closure of public issue. Procedure and time of schedule for allotment and issue of certificates. Ensure that “at par” facility is provided for encashment of refund orders for Applications other than Application Supported by Blocked Amount process. However applications received after the closure of issue in fulfilment of underwriting 121 . (b) If the issuer proposes to use more than one mode of making refunds to applicants. or under certificate of posting in other cases.or more. per annum if the allotment letters or refund orders have not been despatched to the applicants or if. as is for the time being permitted by the Reserve Bank of India. (subject however to postal rules). (ii) In case of other applicants: by despatch of refund orders by registered post.

a suitable communication shall be sent to the applicant within fifteen days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. per annum if the allotment letters or refund orders have not been despatched to the applicants or if. (viii) that no further issue of securities shall be made till the securities offered through this offer document are listed or till the application moneys are refunded on account of non-listing." (b) Where it is a book-built issues: "The issuer agrees that allotment of securities offered to the public shall be made not later than fifteen days of the closure of public issue. (vii) that the certificates of the securities or refund orders to the nonresident Indians shall be despatched within specified time. (iii) that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds. (b) In case of an issue of convertible debt instruments." (30) Undertaking by the issuer: (a) The following undertaking by the issuer shall be incorporated in the offer document: (i) that the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily. (v) that where refunds are made through electronic transfer of funds. shall be brought in advance before the Issue opens for public subscription and the balance. shall not be entitled for the said interest. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. shall be brought in pro rata basis before the calls are made on public. (ix) that adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to nonASBA applications while finalizing the basis of allotment. the issuer shall also give undertakings to the following effect in the offer document: (i) that the issuer shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory auditors of the issuer. (iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer. in a case where the refund or portion thereof is made in electronic manner. the refund instructions have not been given to the clearing system in the disclosed manner within fifteen days from the date of the closure of the issue. to the debenture trustees at the end of each half-year. etc. under subscription. wherever required. if any. (ii) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within seven working days of finalisation of basis of allotment. (vi) that the promoters’ contribution in full. 122 ..obligations to meet the minimum subscription requirement.

The public notice shall be issued in the same newspapers where the pre-issue advertisement had appeared. The stock exchanges where the specified securities were proposed to be listed shall also be informed promptly. till the time any part of the issue proceeds remains unutilised. the reason thereof shall be given as a public notice within two days of the closure of the issue. indicating the purpose for which such monies have been utilised. (d) 123 . (b) The prospectus for an issue other than an offer for sale or a public issue made by any bank or public financial institution shall contain a statement of the board of directors of the issuer to the effect that: (i) the utilisation of monies received under promoters’ contribution and from reservations shall be disclosed and continue to be disclosed under an appropriate head in the balance sheet of the issuer. Disclosure that if the issuer withdraws the issue after closure of bidding. (iii) that the issuer shall provide a compliance certificate to the convertible debt instrument holders (on yearly basis) in respect of compliance with the terms and conditions of issue of convertible debt instruments as contained in the offer document. and (iii) details of all unutilised monies out of the issue of specified securities referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. the issuer shall be required to file a fresh draft offer document with the Board. (ii) details of all monies utilised out of the issue referred to in subitem(i) shall be disclosed and continue to be disclosed till the time any part of the issue proceeds remains unutilised under an appropriate separate head in the balance-sheet of the issuer indicating the purpose for which such monies had been utilised. 1956. (31) Utilisation of Issue Proceeds: (a) A statement by the board of directors of the issuer to the effect that: (i) all monies received out of issue of specified securities to public shall be transferred to separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act.(ii) (c) that the issuer shall disclose the complete name and address of the debenture trustee in the annual report. (iv) that the issuer shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of default. duly certified by the debenture trustee. (v) that necessary cooperation with the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. Disclosure that the issuer reserves the right not to proceed with the issue after the bidding and if so.

e. the Managing Director or Manager within the meaning of the Companies Act. as deemed necessary.e. (XIII) Description of Equity Shares and Terms of the Articles of Association: (A) Rights of members regarding voting. (XV) In case of a fast track issue. (XIV) Any other material disclosures. 1956 and the Chief Financial Officer. i. the Chief Executive Officer. (4) IPO grading reports for each of the grades obtained by the unlisted issuer (B) Declaration: (1) The draft offer document (in case of issues other than fast track issues) and offer document shall be approved by the Board of Directors of the issuer and shall be signed by all directors.. which have been indicated in Part B.the details of all unutilised monies out of the funds received under promoters’ contribution and from reservations shall be disclosed under a separate head in the balance sheet of the issuer. (ii) 124 . indicating the form in which such unutilised monies have been invested (32) Restrictions on foreign ownership of Indian securities. (XVI) Other Information: (A) List of material contracts and inspection of documents for inspection: (1) Material contracts. if any: (a) Investment by non-resident Indians. i. together with documents. will be available for inspection from the date of offer document until the date of closing of the subscription list. (B) Main provisions of the Articles of Association. (2) Documents: (3) Time and place at which the contracts. the disclosures specified in this Part.. (2) The signatories shall further certify that all disclosures made in the offer document are true and correct. dividend. need not be made. (b) Investment by foreign institution investors. lien on shares and the process for modification of such rights and forfeiture of shares. the whole-time finance director or any other person heading the finance function and discharging that function.

(5) Sub-para (c) of para (2) of sub-item (F) of item (VIII).PART B CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FAST TRACK PUBLIC ISSUE An issuer making a fast track public issue of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule. in respect of entities not covered under section 370 (1)(B) of the Companies Act. (4) Sub-para (b) of para (1) of sub-item (F) of item (VIII). 125 . (6) Para (1) of sub-item (C) of item (IX). 1956. (2) Sub-para (o) of para (2) of sub-item (D) of item (VI). (3) Para (8) of sub-item (E) of item (VIII). in the offer document: (1) Sub-para (a) of para (2) of sub-item (D) of item (VI).

para (c) of para 4 of sub-item (D) of Item (VIII) of Part A of this Schedule. (iv) Para (1) of sub-item (C) of item (IX). which shall also be incorporated in the offer document: (e) “We confirm that other than the disclosures made in the instant offer document. (d) The issuer has furnished to the Board the following undertaking along with the draft offer document. (2) The conditions referred to in para (1) above are as follows: (a) The issuer has been filing periodic statements in regard to financial results and shareholding pattern with the designated stock exchange and also with the Registrar of Companies (in case of a public issue). nothing material has changed in respect of disclosures made by us at the time of our previous issue made on …………. 126 . . (c) The lead merchant banker has certified that the conditions specified at (a) and (b) above have been complied with. appropriate delegation of power by the board of directors of the issuer with regard to share transfer and clearly laid out systems and procedures for timely and satisfactory redressal of investor grievances. in the offer document. (iii) Para (8) of sub-item (E) of item (VIII). 1956. (b) The issuer has in place an investor grievance handling mechanism. which includes meeting of the Shareholders / Investors’ Grievance Committee at frequent intervals. (ii) Sub-para (o) of para (2) of sub-item (D) of item (VI). in respect of entities not covered under section 370 (1)(B) of the Companies Act.PART C CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FURTHER PUBLIC OFFER (1) An issuer making a further public offer of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule. for the last three years and such statements are available on the website of the designated stock exchange or on a common e-filing platform. subject to fulfilment of the conditions specified in para 2: (i) Sub-para (a) of para (2) of sub-item (D) of item (VI).” (f) The issuer has made the offer document of its immediately preceding public or rights issue public in the manner specified in sub-regulation (1) of regulation 9 and subregulation (1) of regulation 61 and has also kept this document for public inspection in the manner specified in sub.

The para on risk factors shall appear verbatim. (G) The disclaimer statement of the issuer and merchant banker(s) (H) The name and address of the lead merchant bankers. no part of the information given in the abridged prospectus is mutilated. (III) The order in which items appear in the abridged prospectus shall correspond. fax number. to the order in which items appear in the prospectus. and where there has been a change in the address of the registered office or name of the issuer. (E) The disclaimer clause of the Board (F) The consolidated disclaimer clause of the recognised stock exchanges: The disclaimer clauses of the recognised stock exchanges shall be combined into a single disclaimer clause with appropriate reference to individual recognised stock exchanges. (IV) The application form shall be so positioned that on the tearing-off of the application form. (J) The name and address of the collecting bankers and/or the designated branches of Self Certified Syndicate Banks. (C) The dates of opening. (D) The disclosure under the heading “IPO Grading”. as a box item. (V) The abridged prospectus shall be printed at least in point seven size with proper spacing. along with telephone number. (B) The name(s) of the recognised stock exchange(s) in which the specified securities are proposed to be listed. fax number. stating all the grades obtained for the initial public offer. along with phone numbers. specimen signature etc. in the abridged prospectus. wherever applicable. along with telephone number. As issuer making a public issue of specified securities shall make the following disclosures in the abridged prospectus: (I) General Information: (A) The name of the issuer and address of the registered office of the issuer. (I) The name and address of the brokers. (II) The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 10. website address. name of contact person and email address. 127 . (K) The name and address of the registrars to the issue. website address. earliest closing and closing of the issue. name of contact person and email address. along with telephone number. email address and website address. along with the rationale or description furnished by the credit rating agency(ies) for each of the grades obtained.PART D [See regulation 58(1)] DISCLOSURES IN ABRIDGED PROSPECTUS General Instructions: (I) The information to be provided under each of the heads specified below shall be as per the requirements of Part A of this Schedule except when specified otherwise. fax number. merchant banker shall ensure that the application form contains sufficient space for writing the name and address of the applicant as also other important details such as the name of the bank branch. details thereof.

if applicable. (II) Capital Structure of the issuer: (A) The following details shall be furnished: (1) The authorised. Promoters’ contribution. aggregate nominal value and issue amount (to be disclosed in this order). in case reservation has been made for shareholders of the group companies. description. (R) The declaration about the issue of allotment letters or refunds within a period of fifteen days and interest in case of delay in dispatching refund or allotment letters at the rate of fifteen per cent. (M) The name and address of the statutory auditors. terms of payment and procedure and time schedule for allotment and issue of certificates or refund orders. (B) Complete notes to the capital structure. if any. (2) The size of the present issue. (2) Investor’s attention shall be invited to contact the compliance officer in case of any pre-issue or post-issue related problems such as non-receipt of letters of allotment or share certificates. reservation for specified categories and net offer to public shall be disclosed separately. subscribed and paid-up capital (number of instruments. (4) Paid-up capital: (a) after the issue (b) after conversion of securities (if applicable). address. issued. (Q) The provisions of sub-section (1) of section 68A of the Companies Act. name of contact person and email address. (5) Share Premium Account (before and after the issue). per annum or at the rate as may be specified. fax number and email address of the compliance officer. credit of securities in depositories beneficiary account or despatch of refund orders. (P) The details of the compliance officer: (1) The name. description. (III) Terms of the Present Issue: (A) Authority for the issue. 1956 relating to punishment for impersonation. The name(s) of the group companies. along with telephone number. fax number. etc. aggregate nominal value). telephone number.(L) The name and address of the trustee under debenture trust deed (in case of a debenture issue). obtained from the credit rating agencies. (C) A disclosure to the effect that the specified securities offered through this public/ rights issue shall be made fully paid up or forfeited within twelve months from the date of allotment of the specified securities in a manner as specified in regulation 17. (N) The rating for the proposed issue of the convertible debt instruments or preference shares. (C) Instructions for applicants: 128 . (O) The name and address of the underwriters and the amount underwritten by them. (B) The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders /instruction to Self Certified Syndicate Banks by the Registrar in Case of Public Issues" shall appear. (3) The number of instruments. (S) The risk factors and proposals to address the same. website address.

Forms accompanied by cheques drawn on NR(O) accounts are liable to be rejected". the declaration relating to nationality and residentship shall be shown prominently as under: "Nationality and Residentship (Tick whichever is applicable): (a) I am / We are Indian National(s) resident in India and I am/we are not applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s). investors are advised to retain the copy of the prospectus/abridged prospectus for their future reference’. abridged prospectus and application forms. Further. On the face of the form. Applicants shall be advised to read carefully the offer document and general instructions contained in this abridged prospectus and to satisfy themselves of the disclosures before making an application for subscription of the specified securities offered through the issue. Attention of the non-resident Indians shall be invited to the following: (a) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. Residents: In the application form meant for Indian public. 129 . As regards applications in case of reservations to non-resident Indians. (b) Such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. For a copy of the offer document. the following legend shall be printed in a box: "Attention NRI Applicants: Payment must be made through their Non Resident External (NRE) / Foreign Currency Non Resident (FCNR) accounts or through cheques / drafts sent from abroad and drawn on convertible rupee accounts in India. availability of prospectus. Further. ‘applicants are advised to read the Prospectus and the general instructions carefully and to satisfy themselves of the disclosures before making an application for subscription.(1) (2) (3) (4) (5) How to apply. a disclosure shall be made in the abridged prospectus incorporating the fact that payment for such allotments shall come through external source only and that payments through NRO account will not be permitted. mode of payment and book building procedure. (c) Such non-resident Indians who wish to make payment through NRO accounts shall use the form meant for resident Indians and shall not use the form meant for reserved category. as may be applicable if relevant." Non-Resident Indians: The application form meant for non-resident Indians shall not contain provision for payment through NR(O) accounts. investors shall be advised to retain the copy of the offer document or abridged prospectus for their future reference. For a copy of the prospectus the applicant may request the issuer and/or lead manager/brokers to the issue. (c) I am / We are Indian National(s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on nonrepatriation basis. (b) I am / We are Indian National(s) resident in India and I am / We are applying for the said equity shares as Power of Attorney holder(s) of NonResident Indian(s) mentioned below on non-repatriation basis. the applicants may request the issuer and/or lead managers or brokers to the issue.

age etc. without reproducing the text of the sections). (IV) Particulars of the Issue: (A) Objects of the issue (6) 130 . to enable printing of these details in the refund orders or for refunds through electronic clearing system. for inserting particulars relating to bank account number which is authorised to be blocked and other particulars as specified by the Board in this regard. There shall be specific and distinct space in application form for filling up the demat account details. 1961 and their substance should be mentioned.) shall be disclosed. (b) Provision in the application form for Applications Supported by Blocked Amount. (D) Any special tax benefits for the issuer and its shareholders (Only section numbers of the Income Tax Act. (ii) the application form shall contain a statement that the bank account details of the applicant would be taken from the data provided by him to the depository. (a) Provision in the application form other than Applications Supported by Blocked Amount for inserting particulars relating to bank account number and the name of the bank with whom such account is held. along with the instruction that applications without Permanent Account Number would be rejected. if any. either in demateralised or physical form and a statement that trading of specified securities on the stock exchanges in physical form will be available only subject to limits prescribed by the Board for time to time.The instances when an application would be rejected on technical grounds (e. (d) Details of options. absence of signature. subject to the condition that in case of an issue of specified securities which is wholly required to be made in the dematerialized form: (i) it would not be necessary to require bank account details in the application form.g. The application form shall contain clear and specific instructions regarding the manner of filling up the respective demat account details (f) Brief mention of the various intended modes of making refunds (as disclosed in the offer document) (8) Application by Mutual Funds. The application form shall specifically and clearly indicate as to where the demat account details of the applicant are to be filled in. (e) The application form shall contain full and specific disclosures and instructions relating to demat account details of the applicant with the depositories. (c) Instruction to applicants to disclose Permanent Account Number in the application form. (7) The application form should contain necessary instructions or provisions regarding the following: (a) Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/ debentures in public issues. irrespective of the amount for which application or bid is made. to receive specified securities subscribed for.

giving source of the information. managing director. (4) Export possibilities and export obligations. (b) monthly high and low prices for the six months preceding the date of filing the offer document. (H) Schedule of implementation of the project and progress made so far. (V) Issuer. installation of plant and machinery. (C) Names. (D) Location of the project. address and occupation of manager. demand of the product.. (B) Promoters and their background. date of commercial production.(B) (C) (D) (E) Project cost Means of financing Name of Appraising Agency. Name of Monitoring Agency. low and average market prices of the equity shares of the issuer during the preceding three years. (I) Products or Services: (1) Nature of the products or services and end users (2) Existing. with such period commencing from the date the stock exchange concerned recognizes the change in the capital structure (e. Management and Project: (A) History and main objects and present business of the issuer... (d) the stock market data shall be shown separately for periods marked by a change in capital structure. relevant information in regard to nature/ extent of services. when the equity shares have become ex-rights or ex-bonus). (f) the volume of specified securities traded in each month during the six months preceding the date on which the offer document is registered with Registrar of Companies. 131 . (3) Approach to marketing and proposed marketing set up. (F) Collaboration. technology. (5) Stock Market Data: Particulars of: (a) high. (E) Plant and machinery. process. any performance guarantee or assistance in marketing by the collaborators. giving details of land acquisition. etc. In case the issuer is providing services. (c) number of equity shares traded on the days when high and low prices were recorded in the relevant stock exchange during period specified in clause (a) and (b) above and the total volume traded on those dates. (G) Infrastructure facilities for raw materials and utilities like water. if any. and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies. civil works. and estimated in the coming years as estimates by a Government authority or by any other reliable institution. if appointed by the issuer and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations. have to be furnished. licensed and installed capacity of the product. (e) the market price immediately after the date on which the resolution of the Board of Directors approving the issue was approved. etc. etc. electricity.existing. etc.g. trial production. if any.

in directors and auditors during the last three years and reasons thereof. details relating to volume of business transacted should also be stated for respective periods. as well as on the assumption that the options outstanding. (VII) Basis for Issue Price: (A) Earnings per share and Diluted Earnings Per Share. (B) P/E pre-issue (C) Average return on net worth in the last three years (D) Minimum return on increased net worth required to maintain pre-issue EPS. low and average prices of shares of the issuer. if any. pre-issue. to be stated. If not. details of the arrears. if any. interest on deposits. (F) Net Asset Value per share after issue and comparison thereof with the issue price. subject to the following: (1) the projected earnings shall not be used as a justification for the issue price in the offer document. where object of the issue was financing of a project (H) Rate of dividend paid. deposits of banks or companies. companies of comparable size in the same industry. (H) The face value of shares (including the statement about the issue price being “X” times of the face value) (VIII) Outstanding Litigations and Defaults: Whether all payment/refunds. if any. (XI) Change.. (2) the accounting ratios disclosed in the offer documents in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding. debenture interest. (G) Comparison of all the accounting ratios of the issuer as mentioned above with the industry average and with the accounting ratios of the peer group (i. (Indicate the source from which industry average and accounting ratios of the peer group has been taken). (E) Net Asset Value per share based on last balance sheet. for the last three years (as adjusted for changes in capital).(g) Along with high. 132 . if any. (VI) Following particulars in regard to the listed companies under the same management which made any capital issue in the last three years: (A) Name of the issuer (B) Year of issue (C) Type of issue (public/ rights/ composite) (D) Amount of issue (E) Date of closure of issue (F) Date of despatch of share/ debenture certificate completed (G) Date of completion of the project. (X) Expert opinion obtained. to subscribe for additional capital will be exercised. if any. institutional dues have been paid up to date.e. debentures. (IX) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer.

during last five years (XVI) Disclosure on Investor Grievances & Redressal System (XVII) Statement regarding minimum subscription clause: The following statements shall appear depending upon the type of issue: (A) For Non-underwritten Public Issues: “If the issuer does not receive the minimum subscription of ninety per cent.” (B) For Underwritten Public Issues: “If the issuer does not receive the minimum subscription of 90% of the offer through offer document including devolvement of underwriters within 60 days from the date of closure of the issue. i.e.. the issuer shall forthwith refund the entire subscription amount received. of the offer through offer document on the date of closure of the issue.(XII) Time and Place of Inspection of material contracts (List of material contracts not required) (XIII) Financial Performance of the Issuer for the Last Five Years (Figures to be taken from the audited annual accounts in a tabular form) (A) Balance Sheet Data: Equity Capital. if any . (XVIII) Signatories to the Offer Document. independently for both rights and public issues. the issuer shall pay interest prescribed under Section 73 of the Companies Act 1956. or if the subscription level falls below ninety per cent. 133 . If there is a delay beyond 8 days after the issuer becomes liable to pay the amount.” (C) For Composite Issues: (1) The Lead Merchant Banker shall ensure that the requirement of "minimum subscription" is satisfied both jointly and severally. (2) If the issuer does not receive the minimum subscription in either of the issues the issuer shall refund the entire subscription received. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications. Reserves (State Revaluation Reserve. Net profit. Gross profit. the issuer shall forthwith refund the entire subscription amount received. the issuer shall pay interest as per Section 73 of the Companies Act 1956. if any (C) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the issuer (D) Following information as extracted from the report of the auditors reproduced in the main offer document in terms of clause B above: (1) net profit before accounting for extra ordinary items (2) extra ordinary items (3) net profit after accounting for extra ordinary items (E) Management Discussions and Analysis on Accounts (XIV) Listed Ventures of Promoters (XV) Previous Public or Rights Issues. If there is a delay beyond 8 days after the issuer becomes liable to pay the amount. dividend paid. the year of revaluation and its monetary effect on assets) and borrowings (B) Profit and Loss data: Sales.

statements and information referred to in sub-clause (a) above are available on the website of any recognised stock exchange with nationwide trading terminals or on a common e-filing platform specified by the Board. if it satisfies the following conditions: (a) the issuer has been filing periodic reports. the disclosures specified in the following items in Part (A) shall not be applicable: (a) Sub-item (C) of item (V). (e) Sub-para (c) of para (3) of sub-item (B) of item (XII). (4) In respect of an issuer making disclosures in terms of clauses (2) and (3) above. (d) Sub-para (b) of para (3) of sub-item (B) of item (XII). the following listed issuers shall make disclosures in the letter of offer as specified in Part A. it shall make disclosures in the letter of offer: (a) as specified in Part A. (b) an issuer whose specified securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules. (c) Sub-para (a) of para (3) of sub-item (B) of item (XII). except for disclosures as specified in clause (4): (a) a listed issuer whose management has undergone change pursuant to acquisition of control in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. 1997 and is making a rights issue of specified securities for the first time subsequent to such change. in the letter of offer. 134 .PART E [See regulation 57(2)(b)] DISCLOSURES IN LETTER OF OFFER (1) A listed issuer making a rights issue of specified securities shall make disclosures. as specified in clause (5) of this Part. (f) Para (18) of sub-item (B) of item (XII). (b) the reports. (2) If the listed issuer does not satisfy the conditions specified in clause (1). (b) as specified in items (XVI)(B)(4). the date of filing the draft letter of offer with the Board. statements and information in compliance with the listing agreement for the last three years immediately preceding the date of filing the letter of offer with the designated stock exchange in case of a fast track issue and in any other case. appropriate delegation of power by the board of directors of the issuer as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances. (b) Sub-para (b) of para (2) of sub-item (B) of item (XII). (c) the issuer has investor grievance-handling mechanism which includes meeting of the Shareholders’ or Investors’ Grievance Committee at frequent intervals. (g) Para (19) of sub-item (B) of item (XII). (3) Irrespective of whether the conditions specified in clause (1) are satisfied or not. (5) and (6) in clause (5) of this Part. 1956 and is making a rights issue of specified securities for the first time subsequent to such listing. except for disclosures as specified in clause (4). 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act.

fax numbers. (d) The following clause on general risk : "Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. fax number. logo and address of the registrar to the issue. the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. contact person. number. fax number. under the section “General Risks”." (f) The names. that the information contained in the letter of offer is true and correct in all material aspects and is not misleading in any material respect. along with its telephone number. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. as far as possible. website address and e-mail address. (b) The name of the issuer.. accepts responsibility for and confirms that this letter of offer contains all information with regard to the issuer and the issue. (2) The front outside cover page of the letter of offer shall contain only the following details: (a) The words "Letter of Offer". website address and email address. having made all reasonable inquiries. (e) The following clause on ‘Issuer’s Absolute Responsibility’ shall be incorporated in a box format: "The issuer. 135 ." Specific attention of investors shall be invited to the statement of “Risk factors” given on page number(s) …. in the order in which the disclosures are specified in this clause: (I) Cover Pages: The cover page paper shall be of adequate thickness (preferably minimum hundred gcm. website addresses and e-mail addresses. (A) Front Cover Pages: (1) The front outside and inside cover pages of the letter of offer shall be white and no patterns or pictures shall be printed on these pages. address of its registered office. logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the letter of offer with the Board. price and amount of specified securities offered and issue size. its logo. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. (g) The name. as may be applicable.(5) A listed issuer referred to in clause (1) shall make the following disclosures in the letter of offer. (c) The nature. that the opinions and intentions expressed herein are honestly held and that there are no other facts. its telephone number. along with their telephone numbers. For taking an investment decision. investors must rely on their own examination of the issuer and the offer including the risks involved. quality). which is material in the context of the issue.

(B) The risk factors shall be in relation to the following: (1) the issue and objects of the issue. (3) the material litigations which impact the business of the issuer. (3) Some risks may not be material at the time of making the disclosures in the letter of offer but may have a material impact in the future. a distinct statement about the fact that the implications cannot be quantified shall be made. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white. Definitions and Abbreviations: (A) Conventional or general terms. (2) Some risks may have an impact which is qualitative though not quantitative. to address the risks and the manner in which the same are proposed to be addressed. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (B) Issue related terms. (2) the issuer and its ongoing business activities. Risk Factors: (A) The risk factors shall be printed in clear readable font (preferably of minimum point ten size). (2) The proposals.(h) Issue schedule: (i) Date of opening of the issue. the following shall be considered: (1) Some events may not be material individually but may be found material collectively. (F) The proposals to address risks shall not be given for any matter that is sub-judice before any Court or Tribunal. (iii) Last date for request for split. (III) (IV) 136 . (E) The proposals to address risks shall not contain any speculative statement on the positive outcome to any litigation. the financial and other implications of the same shall be disclosed. (C) Issuer and industry related terms. (G) The risk factors shall be disclosed in the descending order of materiality. if any. Wherever risks about material impact are stated. (i) The names of the recognised stock exchanges where the specified securities of the issuer are listed and the details of in-principle approval for listing of the specified securities proposed to be offered in the rights issue. (D) The risk factors shall appear in the letter of offer in the following manner: (1) The risks envisaged by the management. If it cannot be quantified. (C) The risk factors shall be determined on the basis of their materiality. (ii) Date of closing of the issue. etc. In determining the materiality of risk factors. (D) Abbreviations.

(B) General Information: (1) The name and address of the registered office and the registration number of the issuer. (6) The names. telephone number and e-mail address of the appraising entity. addresses. website addresses and e-mail addresses of the bankers to the issue. Self Certified Syndicate Bankers and legal advisors to the issue. addresses. in case of a fast track issue and in any other case. (2) Summary consolidated financial. fax numbers.(V) Prominent notes: This section shall contain notes which are required to be given prominence and shall also include the following: (A) The net worth before the issue (as per latest audited financial statement disclosed in the letter of offer) and issue size. contact person. (3) The names. telephone numbers. in case the project has been appraised. (8) The name. (B) The details of transactions by the issuer with group or subsidiary companies during one year immediately preceding the date of filing the letter of offer with the designated stock exchange. fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer. (4) The statement of inter-se allocation of responsibilities among lead merchant bankers. addresses. (C) The details of all financing arrangements whereby the promoter group. the nature of transactions and the cumulative value of transactions. (2) The names. fax numbers. along with the address of the Registrar of Companies where the issuer is registered. (b) All credit ratings obtained during the three previous years before filing the letter of offer for any of its listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. telephone numbers. telephone numbers. the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing the letter of offer with the designated stock exchange. address. in case of a rights issue of convertible debt instruments: (a) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. the directors of the company which is a promoter of the issuer. (5) The following details of credit rating. Introduction: (A) Summary: (1) Issue details in brief. where more than one merchant banker is associated with the issue. (9) The details of underwriting. the date of filing draft letter of offer with the Board. (7) The name of the monitoring agency. website addresses and e-mail addresses of the trustees under debenture trust deed. operating and other data. if any: (VI) 137 . the date of filing draft letter of offer with the Board. in case of a fast track issue and in any other case. in case of a rights issue of convertible debt instruments. if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations.

fax numbers and e-mail address of the underwriters and the amount underwritten by them. (c) In case of partial underwriting of the issue. nature of security. the date of filing draft letter of offer with the Board. i.(a) The names. (5) The details of shares acquired by promoters and promoter group in the last one year immediately preceding the date of filing the letter of offer with the designated stock exchange. (b) the unsubscribed portion over and above their rights entitlement. the following additional disclosures shall be made: (a) The details of the form of investment. (d) The details of final underwriting arrangement in the letter of offer filed with the designated stock exchange. (b) Details of convertible securities. 138 . debt or any other instrument (b) If the form of investment has not been decided.e. if any. description and aggregate nominal value). a statement to that effect. address. pledge of and encumbrance on such specified securities. (4) The details of specified securities held by promoter and promoter group including the details of lock-in. complete details regarding the rate of interest. (2) Paid-up capital. (C) Capital Structure: (1) The authorised. (b) A declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. equity. (d) If the investment is in equity. the extent of underwriting. (VII) Particulars of the Issue (A) Objects of the Issue: (1) The objects of the issue shall be disclosed. whether any dividends are assured. subordination. (3) The following details of outstanding instruments: (a) Details of options. indicating actual number of specified securities underwritten. (2) If one of the objects is investment in a joint venture or subsidiary or an acquisition. issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities. (7) The shareholding pattern as per the latest filing with the recognised stock exchange(s). in case of a fast track issue and in any other case. if any. of the share capital of the issuer. telephone numbers. etc. terms of repayment. (c) If the investment is in debt instruments. (10) The principal terms of loan and assets charged as security. (6) The intention and extent of participation by promoters and promoter group in the issue with respect to: (a) their rights entitlement.. (8) The details of the shareholders holding more than one per cent.

along with a break-up of total current assets into raw materials. etc. The relevant documents shall be included in the list of material documents for inspection. etc. finished goods. the reasons therefor. shall be separately given. (e) A complete perspective on the present working capital position vis-àvis the projected working capital position based on which the money is proposed to be raised in the public issue. such as diversification. subordination. as the case may be. details of the loan agreements including the rate of interest.e. capacity utilisation assumptions.. finished goods. total current liabilities. etc. whether secured or unsecured. own funds.. as the case may be. i. nature of security.. (5) The details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters. (B) Requirement of Funds: (2) The requirement for funds proposed to be raised through the issue. net current assets and envisaged sources of finance for net current assets. if any. associates and group companies. along with the assumption about the holding norms for each type of current asset.. work in progress.(e) The nature of benefit expected to accrue to the issuer as a result of the investment. (3) Where the issuer proposes to undertake more than one activity or project. expansion. terms of repayment. directors. total current liabilities. institutional finance. key management personnel. along with relevant assumptions. (b) Reasons for raising additional working capital. i. sundry debtors. (d) The total envisaged working capital requirement in a tabular form. If such loan is to be granted to a subsidiary. (4) Where the issuer is implementing the project in a phased manner. sundry debtors etc. own funds. which has already been implemented. etc. institutional finance. modernisation. the total project cost shall be given activity-wise or project wise. (4) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital. the following additional disclosures shall be made. break-up of expected current assets into raw materials. (3) If one of the objects of the issue is the grant of a loan to any entity. (a) Basis of estimation of working capital requirement. the margin money thereof and the portion to be financed by any bank(s) or otherwise. net current assets and sources of finance for net current assets. and the nature of benefit expected to accrue to the issuer as a result of the investment. (g) If no working capital is shown as part of the project for which issue is being made. (f) Details of the existing working capital available with the issuer. the cost of each phase including the phase. details of the same. etc. substantiating the same with relevant facts and figures. bank finance. bank finance. group or associate company.e.. 139 . (c) Details of the projected working capital requirement including detailed assessment of working capital after implementation of the project or achievement of objects of the issue. work in progress. duration.

(9) Strategic partners. the following details shall be given: (a) location of the project (b) plant and machinery. (d) infrastructure facilities for raw materials and utilities like water. to be applied directly or indirectly: (a) in the purchase of any business. 140 . of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate. being a date not more than six months before the date of the issue of the letter of offer. etc. if applicable. of the issue are. or any part of the proceeds. or is. (2) The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification. and (ii) the assets and liabilities of the business at the last date to which the accounts of the business were made up. thereof. or assistance in marketing by the collaborators. in such business exceeding fifty percent.(6) If object of the issue is to fund a project. performance guarantee if any. (8) If: (a) the proceeds. excluding the amount to be raised through proposed issue and existing identifiable internal accruals. the issuer will become entitled to an interest as respects either the capital or profits and losses or both. and (b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith. to the project or objects of the issue. (10) Financial partners. etc. of the stated means of finance. that body corporate will become a subsidiary of the issuer. or any part of the proceeds. electricity. if applicable to the project or objects of the issue. or (b) in the purchase of an interest in any business and by reason of that purchase. a report made by accountants (who shall be named in the letter of offer) upon: (i) the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the Letter of Offer. (c) collaboration. or in connection therewith. and (ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made up. technology. have been made. (7) If the proceeds. or anything to be done in consequence thereof. process. (D) Funding Plan (Means of Finance): (1) An undertaking shall be given in the letter of offer by the issuer confirming that firm arrangements of finance through verifiable means towards seventy five per cent. a report made by accountants (who shall be named in the letter of offer) upon: (i) the profits or losses of the business of each of the five financial years immediately preceding the issue of the letter of offer.

and other directors (including nominee directors. if any. experience. as certified by a Chartered Accountant. including details of "bridge loan" or other financial arrangement. if any.(E) (F) (G) (H) (I) (J) (K) (L) (M) (3) The details of funds tied up and the avenues for deployment of excess proceeds. managing director. by way of risk factors. age. installation of plant and machinery. whole-time directors). (B) The nature of any family relationship between any of the directors. (IX) Management (Board of Directors): (A) Name. a brief statement about the history and corporate structure of the issuer. main objects of the issuer and major events in the past. occupation and date of expiration of the current term of office of manager. if any. Sources of Financing of Funds Already Deployed: Means and source of financing. Appraisal: (1) The scope and purpose of the appraisal. along with the name of the chartered accountant and the date of the certificate. up to a date not earlier than two months from the date of filing the letter of offer with the designated stock exchange. in the project cost and the means of finance after the date of issue of the appraisal report. (2) Where share application money brought in advance by the promoters is deployed in the project and the same is being adjusted towards their rights entitlement in the rights issue. given in the appraisal report. Schedule of Implementation: The schedule of implementation of the project in a tabular form and the progress made so far. along with the date of appraisal. as applicable to the project or objects of the issue (VIII) History and Corporate Structure about the Issuer: In case the issuer has not come out with any issue in the past ten years or more. 141 . the extent of deployment and utilisation of the funds brought in by the promoters shall be disclosed. giving details of land acquisition. Details of Balance Fund Deployment: Year wise break up of the expenditure proposed to be incurred on the said project. address. civil works. (4) The weaknesses and threats. if any. (2) The cost of the project and means of finance as per the appraisal report. Interim Use of Funds: Investment avenues in which the management proposes to deploy issue proceeds. Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer) Interest of promoters and directors. Director Identification Number. pending its utilisation in the proposed project. if any. (3) Explanation regarding revision. Deployment of Funds: (1) The details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project). Any special tax benefits for the issuer and its shareholders. trial production. date of commercial production and reasons for delay. which may be repaid from the proceeds of the issue. giving their directorships in other companies. qualifications.

customers. (X) Financial Information of the Issuer: (A) Stand-alone and consolidated financial statements of the issuer: (4) A report by the auditors of the issuer with respect to profit or loss and assets and liabilities (indicating changes in accounting policies. (5) A report by the auditors of the issuer on a limited review of the profit or loss and assets and liabilities (indicating changes in accounting policies. in accordance with Ministry of Finance Circular no. the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges. 142 . and highest and lowest prices of equity shares during the period with the relative dates (C) Stock market quotation of shares/ convertible instruments of the company (high/ low price in each of the last three years and monthly high/low price during the last six months). has been provided. 1977 and amended further on March 08. 1956 have been provided. (b) In the statement of profit or loss. (6) For the purpose of clauses (1) and (2) above.F.2/5/SE/76 dated February 05. where audited accounts as at such date are not available. current market price. as at a date not earlier than six months prior to the date of the opening of the issue. If an issuer is governed by a statute other than the Companies Act. (2) Working results of the issuer under following heads: (a) (i) Sales / turnover (ii) Other income (b) Estimated gross profit / loss (excluding depreciation and taxes) (c) (i) Provision for depreciation (ii) Provision for taxes (d) Estimated net profit / loss (3) Material changes and commitments. 1977. (D) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract. the main heads of assets and liabilities as provided in Part I of Schedule VI of the Companies Act. pursuant to which of the directors was selected as a director or member of senior management. (4) Week-end prices for the last four weeks. it shall be sufficient if: (a) In the statement of the assets and liabilities. (B) In addition. suppliers or others.(C) Any arrangement or understanding with major shareholders. 1956. the main heads of assets and liabilities as specified in such statute shall be provided in the statement of assets and liabilities. if any). the following information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the letter of offer shall be furnished. if any affecting financial position of the issuer. if any) in respect of the last completed accounting year for which audit has been completed.

a note explaining the nature of the change shall be given. Outstanding Litigations and Defaults: The following details shall be disclosed by the issuer: (A) Pending matters which. (B) Matters which are pending or which have arisen in the immediately preceding ten years involving: (1) Issues of moral turpitude or criminal liability on the part of the issuer (2) Material violations of statutory regulations by the issuer (3) Economic offences where proceedings have been initiated against the issuer. net worth. (E) Capitalisation Statement: (4) A Capitalisation Statement showing total debt. (6) Return on Networth: This ratio shall be calculated excluding revaluation reserves. would materially and adversely affect the operations or the financial position of the issuer. if they result in an adverse outcome.24:1 0.4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. the following tests or parameters shall be applied: (XII) 143 . (F) One standard financial unit shall be used in the Letter of Offer (XI) A statement to the effect that the price has been arrived at in consultation between the issuer and the Merchant banker. (8) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards.(D) Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given: (5) Earnings per share: This ratio shall be calculated after excluding extra ordinary items. share capital was increased from Rs. (C) For the purpose of determining materiality.3000 lacs to Rs. and the debt/ equity ratios before and after the issue is made shall be incorporated.10:1 Note: Since 31-3-1995 (which is the last date as of which financial information has been given in para … of this document). (6) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at As Adjusted 30-6-1995 for issue (Rupees in lakhs) Short-Term Debt 1870 1870 Long Term Debt 4370 4370 Shareholders Funds Share Capital 4000 4450 Reserves 14570 37520 Total Shareholders Funds 18570 41940 Long Term Debt/Equity 0. (5) In case of any change in the share capital since the date as of which the financial information has been disclosed in the prospectus. (7) Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves.

of the net worth of the issuer as per the last completed financial year. whether the Board has initiated any action against the said entities and the related details.1956) of promoters. even though the amount involved in single case individually may not exceed one per cent. the disclosure is required: (a) Where the aggregate amount involved in such individual litigation exceeds one per cent. al pending regulatory and government approvals and pending renewals of licences. the disclosure is required: (a) Where the aggregate amount involved in such individual litigation is likely to exceed one per cent. In case of an existing line of activity/project. group companies. directors or person(s) in control of the promoter have not been prohibited from accessing or operating in the capital markets or restrained from buying. (F) Details of compliance with eligibility requirements to make a fast track issue. (D) It may be disclosed whether the issuer. (XIII) Government Approvals or Licensing Arrangements: In case of a new line of activity/project. (XV) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. promoters. either separately or in consolidated form. (XIV) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer. promoter group. (B) A statement by the issuer that the issuer. of the net worth of the issuer as per last completed financial year. (D) These disclosures shall be made in respect of the issuer and the subsidiary companies of the issuer whose financial statements are included in the offer document. of the total revenue of the issuer. if similar cases put together collectively exceed one per cent. (E) A statement to the effect that the issuer is in compliance with provisions specified in Part E of this Schedule. (2) For the outstanding litigations which may have any impact on the future revenues. promoters. the relatives (as per Companies Act. even though the amount involved in single case individually may not exceed one per cent. of the total revenue of the issuer as per last completed financial year. if applicable. or (b) Where the decision in one case is likely to affect the decision in similar cases.(1) For the outstanding litigations which may not have any impact on the future revenues. if yes. (G) Disclaimer clauses: 144 . of total revenue of the issuer as per last completed financial year. or (b) Where the decision in one case is likely to affect the decision in similar cases. all pending government and regulatory approvals. group companies are identified as willful defaulters by Reserve Bank of India or other authorities. selling or dealing in securities under any order or direction passed by the Board. (C) A confirmation whether any of the directors of the issuer are associated with the securities market in any manner.

It should also be clearly understood that while the issuer is primarily responsible for the correctness. SEBI further reserves the right to take up. however. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. adequacy and disclosure of all relevant information in the letter of offer. the lead merchant banker is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose. and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue. if any (5) Disclaimer clause of the Reserve Bank of India (if applicable). the lead merchant banker ……. Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager and their respective directors. rules. officers. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the Letter of Offer. regulations. …… has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations. affiliates and representatives that they are eligible under all applicable laws. 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. 2009 in force for the time being.(1) The letter of offer shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of Letter of Offer to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. at any point of time. guidelines and approvals to acquire equity shares of our company. (3) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the letter of offer." (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the Letter of Offer or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. has furnished to the Securities and Exchange Board of India (SEBI) a due diligence certificate dated ……. agents. with the lead merchant banker any irregularities or lapses in letter of offer. (4) Disclaimer clause of the stock exchanges. (H) The fact of filing the letter of offer with the Board and the stock exchange(s) and the office of the Board where the letter of offer has been filed 145 . absolve the issuer from any liabilities under section 63 or section 68 of the Companies Act. Lead merchant banker.which reads as follows: (due diligence certificate submitted to the Board to be reproduced here) The filing of the letter of offer does not.

(2) Co-lead merchant bankers. along with the requisite application money. (b) A disclosure that the applications made by asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made.(I) (J) Details of fees payable to (in terms of amount. as a percentage of total issue expenses and as a percentage of total issue size): (1) Lead merchant bankers. 146 ." (3) Application by ASBA investors: Disclosures regarding eligible ASBA investors and ASBA process including specific instructions for submitting Application Supported by Blocked Amount. availability of application forms and letter of offer and mode of payment. The non-resident Indians who intend to make payment through NonResident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category. (XVI) Offering Information: (A) Terms of payments and procedure and time schedule for allotment and issue of certificates. (4) A statement that the shareholders who have not received the application form may. if any (4) Other merchant bankers (5) Registrars to the issue (6) Advisors (7) Bankers to the issue (8) Trustees for the debt instrument holders. credit of specified securities to the investors’ demat account. apply in writing on a plain paper. (9) Others (10) Underwriting commission. brokerage and selling commission. if any (3) Co-managers. (b) A statement that: "non-resident Indian applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. including the following: (1) Applications by mutual funds: (a) The necessary disclosures under the heads "Procedure for applications by mutual funds" and "Multiple Applications" shall be incorporated to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. Arrangements or any mechanism evolved by the issuer for redressal of investor grievances and the time normally taken by it for disposal of various types of investor grievances. (B) How to apply. (2) Applications by non-resident Indians: The following disclosures shall be made: (a) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms.

or (2) otherwise induces a company to allot. (subject however to postal rules). and (c) In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time. or register any transfer of. Direct Credit. amount to be paid along with application. number of equity shares entitled and applied for. etc. or under certificate of posting in other cases. RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer). and particulars of cheque. any shares therein. (E) Mode of making refunds: (1) The mode in which the issuer shall make refunds to applicants in case of oversubscription. (b) In case of other applicants: by despatch of refund orders by registered post. or any other person in a fictitious name. (6) A statement that the shareholders making the application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (C) Provisions of sub-section (1) of section 68A of the Companies Act.(5) The format to enable the shareholders to make the application on plain paper specifying therein necessary particulars such as name. additional shares if any. the respective cases where each such mode will be adopted shall be disclosed. shares therein to him. issue price. depository participant ID. ledger folio numbers. 1956 relating to punishment for fictitious applications. shall be punishable with imprisonment for a term which may extend to five years. to be drawn in favour of the issuer’s account. (2) If the issuer proposes to use more than one mode of making refunds to applicants. or subscribing for. including the disclosures that any person who: (1) makes in a fictitious name an application to a company for acquiring. address. (XVII) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (A) the complaints received in respect of the Issue shall be attended to by the issuer expeditiously and satisfactorily. number of equity shares held. 147 . client ID. where the value is Rs 1500/. ratio of rights issue. as is for the time being permitted by the Reserve Bank of India. (D) Declaration about the credit of specified securities to the demat account / refunds within a period of fifteen days and interest in case of delay in refund at the prescribed rate.or more. (3) The permissible modes of making refunds are as follows: (a) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service).

(F) In case of convertible debt instruments. (D) that where refunds are made through electronic transfer of funds. if any: (A) Investment by NRIs. (5) necessary cooperation with the credit rating agency (ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. a suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. to the debenture trustees at the end of each half-year. the issuer shall additionally undertake that: (1) the issuer shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory auditors of the issuer. (C) funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer. (XVIII)Utilisation of Issue Proceeds: The letter of offer for an issue other than a rights issue made by any bank or public financial institution shall contain a statement of the board of directors of the issuer to the effect that: (A) all monies received out of issue of shares or specified securities to public shall be transferred to separate bank account. and (C) details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (E) that adequate arrangements shall be made to collect all ASBA applications and to consider them similar to non-ASBA applications while finalizing the basis of allotment. duly certified by the debenture trustee. (4) the issuer shall furnish a confirmation certificate that the security created by the company in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of default. (2) the issuer shall disclose the complete name and address of the debenture trustee in the annual report.(B) that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the specified securities are to be listed are taken within seven working days of finalisation of basis of allotment. (XIX) Restrictions on foreign ownership of Indian securities. (3) the issuer shall provide a compliance certificate to the convertible debt instrument holders (on yearly basis) in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer. (B) details of all monies utilised out of the issue referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised. 148 . (B) Investment by FIIs.

(XXIII)Declaration: (A) The draft letter of offer (in case of issues other than fast track issues) and letter of offer shall be approved by the Board of Directors of the issuer and shall be signed by all directors." (XXI) Statutory and other information: (A) Option to subscribe in the issue: (1) The details of option. issued by SEBI. (B) Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years.(XX) Statement regarding minimum subscription clause: The following statement shall appear in the letter of offer: (A) "If the issuer does not receive the minimum subscription of ninety per cent. (B) The following statement shall be disclosed: “No statement made in this letter of offer contravenes any of the provisions of the Companies Act. have been duly complied with.e. the whole-time finance director or any other person heading the finance function and discharging that function. to receive the specified securities subscribed for either in demateralised form or physical form. Government and any other competent authority in this behalf. 149 . the issuer will pay interest for the delayed period. the entire subscription shall be refunded to the applicants within fifteen days from the date of closure of the issue. the Managing Director or Manager within the meaning of the Companies Act. i. 1956 and the Chief Financial Officer.. instructions. the Chief Executive Officer..." (B) "If there is delay in the refund of subscription by more than 8 days after the issuer becomes liable to pay the subscription amount (i. fifteen days after closure of the issue).” (C) The signatories shall further certify that all disclosures made in the letter of offer are true and correct.e. (6) A listed issuer making disclosures in the letter of offer as per this Part shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner specified in sub-regulation (1) of regulation 61 and shall also make such document available as a material document for inspection. if any. All the legal requirements connected with the issue as also the guidelines. etc. i. at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act. of the issue (including devolvement of underwriters where applicable). as deemed necessary. 1956.e. (XXII) Any other material disclosures. (2) The lead merchant banker shall incorporate a statement in the offer document and in the application form to the effect that the investor shall have an option either to receive the security certificates or to hold the securities in dematerialised form with a depository. 1956 and the rules made thereunder.

as specified in Part D of this Schedule. (c) Item X. (f) Item XV.PART F [See regulation 58(2)] DISCLOSURES IN ABRIDGED LETTER OF OFFER (1) A listed issuer making a rights issue of specified securities shall make disclosures. (b) Rights entitlement ratio. (e) Application for Additional equity shares. (g) Item XVI (h) Item XIX (i) Item XX and (j) Item XXI (3) The order in which items shall appear in the abridged letter of offer shall correspond. (b) Sub-item (D) of item VIII. (c) Fractional entitlements. (d) Renunciation. wherever applicable. to the order in which items appear in the letter of offer. (g) Statement that a copy of the offer document of the immediately preceding public or rights issue is made available to the public as specified under sub-regulation (1) of regulation 61 and also as a document for public inspection. if the conditions specified in clause (1) in Part E of this Schedule are satisfied. (4) The abridged letter of offer shall also include the following disclosures: (a) Provisions pertaining to applications referred to in sub-regulations (2). (f) Intention of promoters to subscribe to their rights entitlement. the disclosure requirements specified in the following clauses in Part D of this Schedule. (2) However. (3) and (4) of regulation 54. 150 . (e) Item XII . in the abridged letter of offer. shall not be applicable to such issuer: (a) Sub-item (B) of item VII. (d) Item XI.

. The following data shall be given separately for investment in group companies and others: Type of instrument/ Amount invested Maturity Earnings Instrument Rs. Crores) If total cumulative amount raised is more than the expenditure incurred on the project. explain how the surplus funds are utilised/ proposed to be utilised. if any. ------( in crores) (As mentioned in the offer document) Item Head Original Cost Revised Remarks (c) (d) Proposal to finance cost overrun. Progress in the project: (i) Expenditure incurred during the six months period (Rs. (Please give the comparative statement of schedule of various activities as mentioned in the offer document and their actual implementation). crores) Item Head During Six months Cumulative (e) (ii) Means of finance raised during six months period (Rs.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. earnings and other conditions. Indicate name of the party/ company in which amounts have been invested. in lakhs date Comments of monitoring agency on utilisation of funds. 2009 SCHEDULE IX [See regulation 16(2)] FORMAT OF REPORT TO BE SUBMITTED BY MONITORING AGENCY NAME OF THE MONITORING AGENCY : MONITORING REPORT FOR THE HALF YEAR ENDED ………. ---------( in crores) (3) Details of the arrangement made to ensure the monitoring of issue proceeds. the same may be specified along with the reason thereof and the proposed course of action. maturity. If there is any delay in implementation of the project. (1) Name of the Issuer : (2) About the issue whose proceeds to be monitored (a) Issue date : (b) Type of issue (public/rights) : (c) Type of specified securities : (d) Issue size : ( Rs-----------(in crores) (e) Amount collected : ( Rs. Give details on investment like instruments. (4) Project details (to be monitored) : (a) Name of the project (particulars and location) : (b) Cost of the project details : (Rs. (f) (g) 151 .

Technical assistance/ collaboration (Please mention arrangements contemplated at the time of issue and the progress thereafter) Major deviations from the earlier progress reports. Signature of the Authorised person: Name: Designation: Date: 152 . Any favourable/ unfavourable events improving /affecting project viability.(h) (i) (j) (k) (l) Status of Government/ statutory approvals related to the project as disclosed in offer document. Any other relevant information.

including the following: (a) Generation of power through thermal. airlines and other airport related services.. (d) Construction of educational institutions and hospitals. (b) Transmission . satellite owned and operated by an Indian company for providing telecommunication service). (b) Rail system. including the following: (a) Real estate development. convention. state highways. exhibition. wind and other renewable sources. coastal shipping including shipping lines and other port related services. (c) Water treatment. broadband network and internet services. hydro. (b) Tourism.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. highways. including the following: (a) Water supply or distribution. including the following: (a) Roads. trade fair. (2) Agriculture.. metro rail roads and other railway related services. etc. (c) Ports (including minor ports and harbours). (5) Industrial. 31. other district roads and village roads. including the following: (a) Basic or cellular. including an industrial park or special economic zone. (e) Other urban development. nuclear. national highways. etc. (c) Construction for preservation and storage of processed agro-products. heliports.e. road transport providers and other road-related services. vegetables and flowers including testing facilities for quality. including the following: (a) Infrastructure related to storage facilities. sports and recreation infrastructure. (e) Logistics services. including hotels. (c) Public markets and buildings. 33(1)(b) and 41(2)(b)] FACILITIES OR SERVICES INCLUDED IN THE TERM “INFRASTRUCTURE SECTOR” For the purposes of these regulations. (c) Network of trunking. rail transport providers. including radio paging. major district roads. (3) Water management. sanitation and sewerage systems. (b) Irrigation. 2009 SCHEDULE X [See Explanation to regulations 26(6). cultural centres. convention centres and entertainment centres. bridges. (b) Domestic satellite service (i. (b) Construction relating to projects involving agro-processing and supply of inputs to agriculture. 153 . including toll roads. perishable goods such as fruits. (6) Power. public gardens and parks. including solid waste management systems. fossil fuel. (d) Aviation.distribution or trading of power by laying a network of new transmission or distribution lines. inland waterways. (4) Telecommunication. including airports. Commercial and Social development and maintenance. the expression “infrastructure sector” shall include the following facilities/services: (1) Transportation (including inter modal transportation).

(b) Other allied activities such as drainage. (c) Manufacturing of components and materials or any other utilities or facilities required by the infrastructure sector like energy saving devices and metering devices. (10) Such other facility/service which. (b) Import terminals. 154 . (d) Environment related infrastructure. constitutes infrastructure sector. sanitation facilities etc.. (b) Technology related infrastructure. (f) Preservation of monuments and icons. slum rehabilitation etc. laying of roads. lighting. (9) Other miscellaneous facilities/services. including the following: (a) Exploration and production. (8) Housing. (e) Disaster management services. and rescue). etc. (e) Transmission networks and distribution networks including city gas infrastructure. including the following: (a) Mining and related activities. fire.(7) Petroleum and natural gas. (c) Liquefaction and re-gasification. (g) Emergency services (including medical. in the opinion of the Board. (d) Storage terminals. police. including the following: (a) Urban and rural housing including public / mass housing.

(a) The lead book runner and co-book runners shall compulsorily underwrite the issue and the syndicate members shall sub-underwrite with the lead book runner /co-book runners. shall either be co-book runners or syndicate members. (b) The agreement shall specify inter-alia. the shortfall shall have to be made good by the book runner(s) to the issue and the same shall be incorporated in the inter-se allocation of responsibility as specified in Schedule II. (d) In case of an under subscription in an issue. Lead Book Runner. (d) Other terms such as joint lead merchant bankers etc. (b) The lead book runners/ syndicate members shall enter in to underwriting/ sub underwriting agreement on the date of allocation and furnish details forthwith to the Board. the rights. obligations and responsibilities of each shall be delineated in the inter-se allocation of responsibility as specified in Schedule I Syndicate Members. (a) The issuer shall enter into an agreement with one or more of the stock exchange(s) which have the system of on-line offer of securities. (2) (3) (4) (5) 155 . Underwriting. The book runner(s) may appoint syndicate members. 2009 SCHEDULE XI [See regulation 28(3) and 102] BOOK BUILDING PROCESS PART A (1) An issuer proposing to issue specified securities through book building process shall comply with the requirements of this Schedule. (e) In case of appointment of more than one lead merchant banker or book runner. duties. (b) The lead merchant banker shall act as the lead book runner and shall be primarily responsible for the book building. if any. (c) There shall be only one lead book runner and other merchant bankers appointed. Agreement with the stock exchange. (c) The details of final underwriting arrangement indicating actual numbers of shares underwritten shall be disclosed and printed in the Prospectus before it is registered with the Registrar of Companies.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. (a) The issuer shall appoint one or more merchant banker(s) as book runner(s) and their name(s) shall be disclosed in the draft red herring prospectus. shall not be used. responsibilities and obligations of the issuer and recognised stock exchange(s) inter se. the rights.

(d) The stock exchange shall ensure that any stock broker does not levy a service fee on his clients/investors in lieu of his services in this regard. (b) Where the issuer decides to opts for price band instead of floor price. Self Certified Syndicate Banks shall also accept and upload the details of such applications in electronic bidding system of the stock exchange(s). except that of price and the number of specified securities to be offered through it shall be filed with the Board by the lead merchant banker. the issuer shall also ensure compliance with the following conditions: (7) (8) 156 . Floor Price and Price Band. (6) Appointment of stock brokers as bidding/collection centres. (c) The issuer shall pay to the book runners/syndicate members/stock brokers/ Self Certified Syndicate Banks a commission/fee for the services rendered by them. Provided that in case of a fast track issue the draft red herring prospectus shall not be filed with the Board. Subject to the provisions of regulation 30 and the provisions of this clause. journals or other media in which the said announcement will be made. (b) The draft red herring prospectus containing all the disclosures including total issue size. for the purpose of accepting bids. Provided that in case of Application Supported by Blocked Amount. if any.names and editions of the newspapers where the announcement of the floor price or price band would be made. (a) Where the issue size is specified the red herring prospectus may not contain the price and the number of specified securities. as the case may be.(c) The agreement may also provide for a dispute resolution mechanism between the issuer and the stock exchange. the following shall also be disclosed in the red-herring prospectus: (i) a statement that the floor price or price band. as specified in Schedule VIII. (iii) names of websites (with address). Price not to be disclosed in red herring prospectus. (a) The book runner(s)/syndicate members shall appoint stock brokers who are members of the recognised stock exchange and registered with the Board. the issuer may mention the floor price or price band in the red herring prospectus. shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid. if applicable. applications and placing orders with the issuer and ensure that the stock brokers so appointed are financially capable of honouring their commitments arising out of defaults of their clients/investors. (ii) a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public offer). (a) where the issuer opts not to make the disclosure of the price band or floor price in the red-herring prospectus. (b) The stock brokers and Self Certified Syndicate Bank accepting applications and application monies shall be deemed as ‘bidding/collection centres’.

It shall also be disclosed that the allotment shall not be made unless the financing is tied up. (b) The issuer shall make arrangement for collection of the applications-cum-bidding from mandatory collection centres as provided in sub-regulation (6) of regulation 5. (d) Under "Red Herring Prospectus".The cap of the price band should not be more than 20% of the floor of the band. shall satisfy the following conditions: (i) the bidding form shall be standard to ensure uniformity in bidding and accuracy. (i) 157 . add "Please read Section 60B of the Companies Act. (ii) The price band can be revised during the bidding period in which case the maximum revision on either side shall not exceed 20% i. arising on account of lowering of price band to the extent of 20% will be met shall be disclosed in the red herring prospectus. with one form for the investor and the other for the syndicate member(s)/book runner(s). (iii) before being issued to the investors the bidding form shall be serially numbered and date and time stamped at the bidding centres. other than the form meant for Applications Supported by Blocked Amount. (9) Application-cum-Bidding form. (e) ‘Bid ‘ should be defined as ‘indication to make an offer and not as ‘an offer’ (f) State the manner of bidding by corporate bodies and submission/deposit of supporting documents at the time of bidding. (v) the bidding form shall be issued in duplicate signed by the investor and countersigned by the syndicate member. i. (a) The issuer shall provide the application-cum-bidding forms to the syndicate members and Self Certified Syndicate Banks. In the case of bids/ applications by HUF. state the manner of making application and that HUF would be considered as 'individual'.e cap of the price band shall be less than or equal to 120% of the floor of the price band. (iv) In case the price band is revised. by issuing press release and also indicating the change on the relevant website and the terminals of the syndicate members. (ii) the bidding form shall contain information about the investor. the price and the number of securities that the investor wishes to bid. (c) For the purpose of ‘bidding’ the document should be printed and circulated as "Red Herring Prospectus'" The same nomenclature shall be used throughout the document. provides for all the relevant information including the one specified in this regard in the relevant Acts/ Regulations. (iii) Any revision in the price band shall be widely disseminated by informing the stock exchanges. if any. (iv) the serial number may be system generated or stamped with an automatic numbering machine. the bidding period shall be extended as per provisions of sub–regulation (2) of regulation 46. 1956. (h) The application-cum-bidding form. in the project financing.e floor of price band can move up or down to the extent of 20% of floor of the price band disclosed in the red herring prospectus and the cap of the revised price band will be fixed in accordance with clause (i) above. (i) The application-cum-bidding form for Applications Supported by Blocked Amount shall contain all the relevant details and shall be uniform for all ASBA investors. (v) The manner in which the shortfall. (g) Ensure that the application-cum-bidding form meant for Applications Supported by Blocked Amount or otherwise.

(f) Anchor Investors shall pay a margin of at least 25% on application with the balance to be paid within two days of the date of closure of the issue. (i) The number of shares allocated to Anchor Investors and the price at which the allocation is made. if the price fixed as a result of book building is lower than the price at which the allocation is made to Anchor Investor. (d) One-third of the anchor investor portion shall be reserved for domestic mutual funds. (a) An Anchor Investor shall make an application of a value of at least Rs. 2009. the excess amount shall not be refunded to the Anchor Investor and the Anchor Investor shall take allotment at the price at which allocation was made to it. (k) Neither the merchant bankers nor any person related to the promoter/promoter group/merchant bankers in the concerned public issue can apply under Anchor Investor category. (11) Margin Money. (c) An amount to the extent of entire application money as margin money may be collected from the applicants before they place an order on their behalf 20 The bracket and the words “(not applicable in case of an IDR issue)” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. of the portion available for allocation to qualified institutional buyers shall be available to anchor investor(s) for allocation/allotment (“anchor investor portion”).e. shall be made available in public domain by the merchant banker before opening of the issue (j) There shall be a lock-in of 30 days on the shares allotted to the Anchor Investor from the date of allotment in the public issue. (a) The margin collected from categories other than Qualified Institutional Buyers shall be uniform across the book runner(s)/syndicate members /Self Certified Syndicate Banks for each such investor category.(10) Anchor investors 20[***]. (e) The bidding for Anchor Investors shall open one day before the issue opening date. However. 158 . (g) Allocation to Anchor Investors shall be completed on the day of bidding by Anchor Investors (h) If the price fixed as a result of book building is higher than the price at which the allocation is made to Anchor Investor. 10 crore in the public issue. (l) The applications made by qualified institutional buyers under the Anchor Investor category and under the Non Anchor Investor category may not be considered as multiple applications.12.. the Anchor Investor shall bring in the additional amount. 11. The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for inspection by the Board.09.f. (b) Allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum number of 2 such investors for allocation of upto Rs. (b) An amount of not less than ten percent of the application money in respect of bids placed by qualified institutional buyers and not less than twenty five percent of the application money from the Anchor investors shall be taken as margin money. 250 crore. w. 250 crore and 5 such investors for allocation of more than Rs. (c) Upto thirty per cent.

(e) Every stock broker shall accept orders from all clients/investors who place orders through him and every Self Certified Syndicate Bank shall accept Applications Supported by Blocked Amount from ASBA investors. (d) During the period the issue is open to the public for bidding.e. shall be shown graphically on the bidding terminals of syndicate members and websites of recognised stock exchanges offering electronically linked transparent bidding facility. The payment accompanied with any revision of Bid. (c) The syndicate members shall be present at the bidding centres so that at least one electronically linked computer terminal at all the bidding centres is available for the purpose of bidding. 2010. (k) The identity of qualified institutional buyers making the bidding shall not be made public.2010. 21 The bracket and words “(except ASBA investors)”. the stock brokers shall pay such amount.(d) (e) (f) (g) Amount of margin charged from an investor shall be entered and printed in the TRS. (j) The qualified institutional buyers shall not withdraw their bids after closure of bidding. for a period of atleast three days after closure of bids. for information of public. w.01. The stock brokers shall collect the money from their client for every order placed by them and in case the clients/investors fails to pay for specified securities allocated as per these regulations. not exceeding thirty minutes. Provided that in case of Applications Supported by Blocked Amount. (i) The investors 21[***] may revise their bids. the Self Certified Syndicate Banks shall follow the procedure specified in this regard by the Board. (12) Bidding Process (a) Bidding process shall be only through an electronically linked transparent bidding facility provided by recognised stock exchange (s). (f) Applicants who are qualified institutional buyers shall place their bids only through the stock brokers who shall have the right to vet the bids. shall be adjusted against the payment made at the time of the original bid or the previously revised bid. (b) The lead book runner shall ensure the availability of adequate infrastructure with syndicate members for data entry of the bids in a timely manner.f. 159 . inter alia giving category-wise details of bids received. as the case may be. the applicants may approach the stock brokers of the stock exchange/s through which the securities are offered under on-line system or Self Certified Syndicate Banks. (g) The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals. to place an order for bidding for the specified securities. Such display shall be as per the format specified in Part B of this Schedule. the data pertaining to book built issues in an uniform format. (13) Determination of Price. Bids for specified securities beyond the investment limit prescribed under relevant laws shall not be accepted by the syndicate members/stock brokers from any category of clients/ investors. omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations. the demand including allocation made to anchor investors. 01. (h) At the end of each day of the bidding period. (l) The stock exchanges shall continue to display on their website.

the undersubscribed portion in that category shall be allocated to the bidders as per disclosures made in the red herring prospectus. all those bidders whose bids have been found to be successful (i. non-institutional investors and qualified institutional buyers other than anchor investors shall be made proportionately as illustrated in this Schedule. Provided that the unsubscribed portion in qualified institutional buyer category shall not be available for subscription to other categories. in consultation with lead book runner. Once the final price (cut-off price) is determined. (b) The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices. (14) Registering of prospectus with Registrar of Companies.e. The lead book runner may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefor shall be disclosed to the bidders. in case the book building process is undertaken for the purpose of compliance of eligibility conditions for public issue. at and above the final price or cut-off price) shall be entitled for allotment of specified securities. the issuer shall allot the specified securities to the applicants as per these regulations. Retail individual investors may bid at "cut off" price instead of their writing the specific bid price in the bid forms. the issuer may apply for listing of specified securities on a stock exchange other than the stock exchange through which it offers its specified securities to public through the on-line system. (c) The Board shall have the right to inspect the records. determine the issue price based on the bids received On determination of the price. the number of specified securities to be offered shall be determined (i. books and documents relating to the book building process and such person shall extend full co-operation. (d) Definition of CAN to be modified to state that it is for ‘allocation of shares’ and not ‘confirmation of shares (16) Application for listing.(a) (b) (c) (d) (e) The issuer shall. (c) On receipt of the sum payable on application for the amount towards minimum subscription. Subject to the provisions of these regulations. (a) A final book of demand showing the result of the allocation process shall be maintained by the lead book runner.e. (a) Allotment to retail individual investors. The final prospectus containing all disclosures in accordance with the provisions of these regulations including the price and the number of specified securities proposed to be issued shall be registered with the Registrar of Companies. (b) In case of under subscription in any category. 160 . issue size divided by the price to be determined). Necessary disclosures in this regard shall also be made in the red herring prospectus. (17) Maintenance of Books and Records. (15) Manner of Allotment/ Allocation.

in relation to fast track issues all references in this Schedule to ‘draft prospectus’ shall be deemed to have been made to ‘red herring prospectus’.(18) Applicability to fast track issues. Unless the context otherwise requires. 161 .

of equity No of equity No of times No. 162 . etc. if any.BID DETAILS (1) Details of Allocation to Anchor Investors S. shares shares bid of the total offered / for/allocated meant for the reserved category 1. Non Institutional Investors (a) Corporates (b) Individuals (other than RIIs) (c) Others 3. of equity shares under Anchor Investor portion Notes: (1) The graph should have the title “Graphical display of bids received”. of equity No.) (b) Mutual Funds (c) Others 2.PART B FORMAT OF BID DATA DISPLAYED ON STOCK EXCHANGE <NAME OF THE ISSUE> . Name of Anchor No. Retail Individual Investors (RIIs) (a) Cut off (b) Price bids 4. (4) Time of updation. if any (a) Cut off (b) Price bids No of equity shares Details of Allocation No. Investor shares available under Anchor Investor portion (a) AI 1 AI 2 Total (a) + (b) (2) Details of Allocation to Investors other than Anchor Investors S. Category of Investor No. (3) Statement as to how the multiple bids are accounted for in the data and graph. Reservation categories. (5) Additional comments. of equity shares allocated as a percentage of no. QIBs (a) FIIs Domestic Financial Institutions (Banks/FIs/Insurance Companies. (2) A statement to the effect that the position indicated above is only bids position and does not necessarily convey the subscription to the issue.

PART C ILLUSTRATION REGARDING ALLOTMENT TO QUALIFIED INSTUTIONAL BUYERS OTHER THAN ANCHOR INVESTORS (1) Issue Details Sr. No. 1 2 3 4 Particulars Issue details

Issue size 200 crores equity shares Portion available to QIBs* 100 crore equity shares Anchor Investor Portion 30 crores Portion available to QIBs* other than anchor investors 70 crores equity shares [(2) – (3)] Of which a. Reservation to MF (5%) 3.5 crores equity shares b. Balance for all QIBs including MFs 66.5 crores equity shares 5 No. of QIB applicants 10 6 No. of shares applied for 500 crores equity shares * Where 50% of the issue size is required to be allotted to QIBs. (2) Details Of QIB Bids S. No. 1 2 3 4 5 6 7 8 9 10 Type of QIB bidders A1 A2 A3 A4 A5 MF1 MF2 MF3 MF4 MF5 TOTAL (QIB bidders other than MFs) (QIB bidders which are MFs) 50 20 130 50 50 40 40 80 20 20 500 No. of shares bid for (in crores)

A1-A5 MF1-MF5

163

(3)

Details of Allotment to QIB Bidders/Applicants (No. of equity shares in crores) Type Equity Allocation of 3.5 crores of QIB shares equity shares to MFs bidders bid proportionately for (See Note 2) A1 50 0 A2 20 0 A3 130 0 A4 50 0 A5 50 0 MF1 40 0.7 MF2 40 0.7 MF3 80 1.4 MF4 20 0.35 MF5 20 0.35 500 3.5 Allocation of balance 66.5 crores equity shares to QIBs proportionately (See Note 4) 6.65 2.66 17.29 6.65 6.65 5.32 5.32 10.64 2.66 2.66 66.5 Aggregate allocation to MFs 0 0 0 0 0 6.02 6.02 12.04 3.01 3.01 30.1

Notes: (1) The illustration presumes compliance with the provisions of regulation 51(1) pertaining to minimum allotment. (2) Out of 70 crore equity shares allocated to QIBs, 3.5 crores (i.e. 5%) will be allocated on proportionate basis among 5 mutual fund applicants who applied for 200 shares in QIB category. (3) The balance 66.5 crore equity shares [i.e. 70 – 3.5 (available for MFs)] will be allocated on proportionate basis among 10 QIB applicants who applied for 500 shares (including 5 MF applicants who applied for 200 shares). (4) The figures at Col. No. IV are arrived as under : (a) For QIBs other than mutual funds (A1 to A5) = No. of shares bid for (i.e Col II) X 66.5 / 496.5 (b) For mutual funds (MF1 to MF5) = {(No. of shares bid for (i.e Col II) less shares allotted (i.e., col. III )} X 66.5 / 496.5 (c) The numerator and denominator for arriving at allocation of 66.5 crore shares to the 10 QIBs are reduced by 3.5 crore shares, which has already been allotted to mutual funds at Col. No. (III).

164

[PART D Alternate method of book building In case of further public offers, the issuer may opt for an alternate method of book building, as given in this part subject to the following: (a) Issuer shall follow the procedure laid down in Part A of this Schedule except clause (13) and clause (15) (a) thereof. (b) 23[The issuer may mention the floor price in the red herring prospectus or if the floor price is not mentioned in the red herring prospectus, the issuer shall announce the floor price at least one working day before opening of the bid in all the newspapers in which the pre-issue advertisement was released.] 24 (c) [Qualified institutional buyers shall bid at any price above the floor price.] (d) The bidder who bids at the highest price shall be allotted the number of securities that he has bided for and then the bidder who has bided at the second highest price and so on, until all the specified securities on offer are exhausted. 25 (e) [Allotment shall be on price priority basis for qualified institutional buyers.] (f) 26[Allotment to retail individual investors, non-institutional investors and employees of the issuer shall be made proportionately as illustrated in this Schedule.] (g) Where, however the number of specified securities bided for at a price is more than available quantity, then allotment shall be done on proportionate basis. 27 (h) [Retail individual investors, non-institutional investors and employees shall be allotted specified securities at the floor price subject to provisions of clause (d) of regulation 29.] (i) 28[The issuer may:(A) place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder; (B) decide whether a bidder be allowed to revise the bid upwards or downwards in terms of price and/or quantity; (C) decide whether a bidder be allowed single or multiple bids.]]

22

Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.09. Substituted for “(b) The issuer shall disclose a floor price in the red herring prospectus.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10. 24 Substituted for “(c) Investors other than retail individual investors shall bid at any price above the floor price.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10. 25 Substituted for “(e) Allotment shall be on price priority basis for investors other than retail individual investors.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10. 26 Substituted for “(f) Allotment to retail individual investors shall be made proportionately as illustrated in this Schedule.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10. 27 Substituted for “(h) Retail individual investors shall be allotted specified securities at the floor price.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10. 28 Substituted for “(i) The issuer may place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder.” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.10.
23

22

165

(j) SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SCHEDULE XII [See regulation 45(10)] FORMAT OF REPORT FOR GREEN SHOE OPTION The report for Green Shoe Option shall be filed in the following format:(1) Name of the issuer: (2) Name of the Stabilising Agent (Registration No. as merchant banker with SEBI): (3) Issue size (No. of equity shares) : (4) Issue opened on : (5) Issue closed on : (6) Over-allotment in issue (%): (7) Date of commencement of trading : (8) Amount in the ‘Green Shoe Option Bank Account’ (in rupees) : (9) Details of promoter(s) from whom shares borrowed (Name & Number of shares borrowed): (10) Date on which the stabilisation period ended : (11) Number of shares bought during the stabilization period : (12) Date on which issuer allotted further shares to the extent of shortfall: (13) Date when the shares in the Green Shoe Option Demat Account were returned to the promoter(s): (14) Date when the money in the Green Shoe Option Bank Account was remitted to the issuer: (15) Details of the Depository account (Special account for Green Shoe Option securities) where shares purchased from the market were kept inter-alia the following: (a) Depository Participant (b) Account No. (c) Number of shares purchased, date wise. (d) Number of shares taken out, date wise. (16) Details of amount transferred to the Investor Protection and Education Fund established by the Board. Amount (in rupees) Cheque/Pay Order details

Place: Date:

Stabilising Agent with Official Seal

166

____ each at a price of Rs._____ ( Floor price or price band or as the case may be in case of book built issue) for cash aggregating Rs. 2009 SCHEDULE XIII FORMATS OF ADVERTISEMENTS FOR PUBLIC ISSUE PART A [See regulations 47(2). Further. PROMOTERS [__XYZ__] PROPOSED LISTING Names of Stock Exchanges Disclaimer Clause of the Securities and Exchange Board of India (SEBI) “SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the specified securities the offer document. ABC LTD. 60(7)(m) and 60(7)(n)] FORMAT OF PRE-ISSUE ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS.Act as _____________________ and subsequently renamed as _____________( if applicable)__________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: THE ISSUE Public issue of ___________ ( give nature of specified securities) of Rs._________ (appropriate disclosure for book built issue) Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 (The disclosure about details of allocation shall be given in case of book built issues on these lines) The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations. subject to valid bids being received at or above the issue price.(name of the issuer) (Incorporated on ____________________ under the ------.” 167 .

telephone and fax numbers. website address CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (if applicable) IPO GRADING AVAILABILITY OF APPLICATION FORMS Names of issuer. syndicate members. Full copy of the prospectus is available at www. Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks. telephone and fax numbers. AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus. and the risk factors contained therein. email ID. Self Certified Syndicate Banks (as the case may be) (Addresses optional). book runners.sebi.gov. lead merchant bankers.in and websites of issuer / lead merchant banker/s / stock exchange/s at www…… ISSUE / BID OPENS ON: ISSUE / BID CLOSES ON: Issued by Directors of Issuer 168 . stock brokers and bankers to the issue. before applying in the issue. the list of which is available at websites of the stock exchanges and Board. website address and contact person COMPLIANCE OFFICER OF THE ISSUER Name. address. email ID. address.LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK RUNNING LEAD MERCHANT BANKERS (as the case may be) Name.

___ each at a price of Rs. not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations. e-mail ID. Further.” LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK RUNNING LEAD MERCHANT BANKERS (as the case may be) Name. address. e-mail ID. telephone and fax numbers. telephone and fax numbers. PROMOTERS [__XYZ__] PROPOSED LISTING Names of Stock Exchanges Disclaimer Clause of Securities and Exchange Board of India (“SEBI”) “SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document._____ (Floor price or price band or as the case may be for book built issue) for cash aggregating Rs._________ (appropriate disclosure for book built issue) Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 (The disclosure about details of allocation shall be made in case of book built issues in these lines) The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. subject to valid bids being received at or above the issue price. website address and contact person COMPLIANCE OFFICER OF ISSUER Name. ABC LTD.PART B [See regulations 48. address. 60(7)(m) and 60(7)(n)] FORMAT OF ISSUE OPENING ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. (name of issuer) (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________ THE ISSUE Public issue of ___________ equity shares / debentures (if applicable) of Rs. website address 169 .

book runners and bankers to the issue.CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) IPO GRADING AVAILABILITY OF APPLICATION FORMS Names of Issuer.sebi. before applying in the issue.gov. lead merchant bankers.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www…… ISSUE / BID OPENS TODAY Issued by Directors of Issuer 170 . Self Certified Syndicate Banks (as the case may be) (Addresses optional) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus. Full copy of the prospectus is available at www. and the risk factors contained therein.

____ each at a price of Rs. website address and contact person COMPLIANCE OFFICER OF ISSUER Name. email ID. 60(7)(m) and 60(7)(n)] FORMAT OF ISSUE CLOSING ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations. The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further. address. address. email ID. website address 171 . subject to valid bids being received at or above the issue price.” LEAD MERCHANT BANKERS / LEAD BOOK RUNNERS / CO-BOOK RUNNERS (as the case may be) Name._________ (appropriate disclosure for Book Built issue) Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 [The disclosure about details of allocation shall be made in case of book built issues in these lines].PART C [See regulation 48. (name of issuer) (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________ THE ISSUE Public issue of ___________ equity shares (if applicable) of Rs. telephone and fax numbers._____ (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs. telephone and fax numbers. ABC LTD. PROMOTERS [__XYZ__] PROPOSED LISTING Names of Stock Exchanges Disclaimer Clause of Securities and Exchange Board of India (“SEBI”) “SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.

book runners.gov.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www…… ISSUE / BID CLOSES TODAY Issued by Directors of Issuer 172 . Full copy of the prospectus is available at www.CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) IPO GRADING AVAILABILITY OF APPLICATION FORMS Names of Issuer. before applying in the issue. Self Certified Syndicate Banks (as the case may be) (Addresses optional) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus. Bankers to the issue. and the risk factors contained therein.sebi. Lead Merchant bankers.

the procedure is clarified by following example: Assuming an issue is being made at a price of Rs. 173 .390 per equity share. 2009 SCHEDULE XIV [See regulation 49(2)] ILLUSTRATION EXPLAINING MINIMUM APPLICATION SIZE For inviting applications in multiples of the minimum value as referred to in sub-regulation (2) of regulation 49.7000). the issuer in consultation with the lead merchant banker can determine the minimum application lot within the range of 13 – 17 equity shares (in value terms between Rs. In this case.5000. Where the issuer in consultation with the lead merchant banker decides to fix the minimum application / bid size as 14 (Option II).per share Application / Bid amount for 1 lots Application / Bid amount for 2 lots Application / Bid amount for 4 lots Application / Bid amount for 8 lots Application / Bid amount for 9 lots I 13 shares 5070 10140 20280 40560 45630 II 14 shares 5469 10920 21840 43680 49140 III 15 shares 5850 11700 23400 46800 --IV 16 shares 6240 12480 24960 49920 --V 17 shares 6630 13260 26520 ---- The options given above are only illustrative and not exhaustive. necessary disclosures to the effect that the applicant can make an application for 14 shares and in multiples thereof shall be made in the offer document.390/.Rs. as explained hereunder: Options Lot Size @ Rs.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS.

of specified securities applied for / 8. 600 per share: 10 crore specified securities Specified securities on offer for retail individual investors’ category: 2. 2 B 72 72/8.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. minimum application size shall be twenty thousand rupees. (5) 174 . Application liable to be rejected.25 times Issuer decides to fix the minimum application / bid size as 9 specified securities (falling within the range of Rs. the successful applicants out of the total applicants shall be determined by drawal of lots. Name of Total Number of Total number of specified securities eligible to be No. The actual entitlement shall be as follows: Sr. minimum application size). 107 and Schedule XI] ILLUSTRATION EXPLAINING PROCEDURE OF ALLOTMENT (1) (2) (3) (4) Total no. However. of specified securities on offer@ Rs. 5000 .e. A has applied for 81 specified securities.25 = 9. B & C. the allotment to retail individual investors shall be on proportionate basis i.e. 2009 SCHEDULE XV [See regulations 50(2). Application can be made for a minimum of 9 specified securities and in multiples thereof.25th of the total number of specified securities applied for.45 specified securities.25) 1 A 81 81/8. Investor specified securities allotted applied for No. Note: For the purpose of IDR.82 specified securities rounded off to 10 specified securities. at 1/8. B has applied for 72 specified securities and C has applied for 45 specified securities.7000).. As per allotment procedure.25 = 8. Assume there are three retail individual investors A.25=5.73 specified securities rounded off to 9 specified securities (i.5 crore specified securities The issue is over subscribed 4 times whereas the retail individual investors’ category is over subscribed 8. (as the entitlement is less than the minimum application size). 3 C 45 45/8.

(i) YES (ii) NO Signed by Issuer Signed by Lead Merchant Banker(s) (7) (8) Signed by Registrars to the Issue Date: Place: 175 .e.) (b) Offer price per security for different categories : (c) Amount per security on application for different categories : (d) Issue size : (Rs lakhs) (i) Promoters' contribution : (ii) Date of submission of auditors' certificate to the Board for receipt of promoters' contribution : (iii) Amount through offer document (including reserved categories and net public offer) : (iv) Reserved Category Amount reserved on competitive basis (Rs lakhs) Employees Others (Please specify) (v) Net public offer : (a) Provisional subscription details of net public offer (including unsubscribed portion of reserved categories (i) Total amount to be collected on application : Rs lakhs (ii) Amount collected on application : Rs lakhs (iii) % subscribed i.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2009 SCHEDULE XVI FORMATS OF POST ISSUE REPORTS PART A [See regulation 65(2)(a) and 104(2)(a)] FORMAT OF INITIAL POST ISSUE REPORT FOR PUBLIC ISSUE Subscription Status: (Subscribed/ Undersubscribed) Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue. % of (ii) to (i) : (%) (b) Amount subscribed by the reserved categories : Rs. etc. lakhs Please tick mark whether 90% minimum subscription of the amount through offer document is collected. (1) Name of the Issuer : (2) Issue opening date : (3) Earliest closing date : (4) Actual closing date : (5) Date of filing prospectus with RoC : (6) Issue Details (as per the prospectus) (a) Nature of specified securities : (equity shares/fully convertible debentures/partly convertible debentures.

lakhs (b) Amount collected on application : Rs. per instrument on application : (e) Issue size : Rs.) (c) Offer price per instrument : (d) Amt.PART B [See regulations 65(2)(a) and 104(2)(a)] FORMAT OF INITIAL POST ISSUE REPORT FOR RIGHTS ISSUE Subscription Status: (Subscribed / Undersubscribed) Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue. % of (ii) to (i) : (%) (d) Please tick mark whether 90% minimum subscription collected : (i) YES (ii) NO Signed by Registrars to the Issue Place: Date: Signed by Issuer Signed by Lead merchant banker 176 . (1) Name of the issuer : (2) Issue opening date : (3) Actual closing date : (4) Date of filing letter of offer with the stock exchange : (5) Issue details (as per the letter of offer) : (a) Basis of offer (ratio) : (b) Nature of specified securities : (equity shares/fully convertible debentures/partly convertible debentures. etc. lakhs (6) Record date : (7) Provisional subscription details of the issue : (a) Total amount to be collected on application : Rs. lakhs (c) % subscribed i.e.

: (ii) No. (2) The lead merchant banker shall enclose a certificate from the refund banker that the amount of refund due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit. of unsuccessful allottees : (8) Actual Date(s) of completion of despatch of : 177 . of successful allottees per 1 lakh shares : (b) No. of applications No. of instruments applied for : (iii) Amount of subscription received : Rs. etc. of collecting banks : (Also specify no. (I) (1) (2) (3) (4) IN CASE OF SUBSCRIBED ISSUE: Name of the issuer : Issue opening date : Actual closing date : Issue Details (as per the prospectus) : (a) Nature of instrument : (equity shares/fully convertible debentures/partly convertible debentures. of applications recd. of instruments Amount Employees Others (Specify) (9) Actual Date of finalisation of Basis of Allotment (enclose copy) : (10) Allotment Details : (a) No. (iv) No.) (b) Offer price per instrument : (c) Amount per instrument on application : (d) Issue Size : Rs.PART C [See regulations 65(2)(b) and 104(2)(b)] FORMAT OF FINAL POST ISSUE REPORT FOR PUBLIC ISSUE Subscription Status: (Subscribed / Undersubscribed) Notes: (1) It is the responsibility of lead merchant banker to give correct information after verifying the facts from the issuer and the registrar to the issue. of times issue subscribed : (b) Information relating to reserved categories Reservations No. of bank branches) (7) Bank-wise names of branches which did not submit final consolidated certificates from closure of issue and mention the dates when they actually submitted : (8) Subscription Details : (a) Public Offer (Net) (Including unsubscribed portion of reserved category added back to net public offer) (i) No. in lakhs (5) 3-Day Report : (a) Due on : (b) Submitted on : (6) No.

Certified that specified securities to be locked in are duly inscribed with the words “specified securities cannot be hypothecated / transferred / sold till . amount underwritten and reasons for not paying) : In case of default from underwriters.. of underwriters to whom devolvement notices had been issued : Date of issue of devolvement notices : No.. mention the amount of issue underwritten : Extent of under subscription on the date of closure of the issue (a) Percentage : (b) Amount : Total no.(9) (10) (11) (12) (13) (14) (15) (16) (17) (II) (1) (2) (a) Refund Orders : (b) Certificates/Allotment Letters : (c) Reasons for delay in despatch. if so.. mention how the shortfall was met : No. if any : (d) Whether interest paid for delayed period... if any : IN CASE OF UNDER SUBSCRIBED ISSUE: If the issue is underwritten. mention how the shortfall was met : In case where FIs/ MFs had subscribed to make up shortfall not as underwriter : (a) Name of FI/MF : (b) No. if any : Date of completion of despatch of refund orders : Name of Designated Stock Exchange : Names of other stock exchanges where listing is sought : Date on which application was filed with each stock exchange for listing of instruments : Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) : Reasons for delay in listing for trading.” Signed by Registrars to the Issue Place: Date: Signed by Issuer Signed by Lead Merchant Banker(s) 178 . of underwriters who did not pay devolvement (Please give names.. of securities applied for : (c) Amount received : (3) (4) (5) (6) (7) (8) (9) Certified that the information given above and also in the enclosures are true to the best of our knowledge and no refund orders / allotment letters / certificates are pending for despatch in respect of the issue.. for which period : Amount of refund due : Rs.. Refund Banker(s) (Name and Address) : Date of transfer of refund amount to Refund Banker. of underwriters : If devolvement notices had not been issued.

etc. in lakhs (5) 3-Day Report (a) Due on : (c) Submitted on : (6) No. taken by : (i) Promoters : (ii) Others : (9) Promoters’ shareholding : No. of collecting banks (Also specify no. of Shares Percentage (a) Prior to the Issue : (b) On Expanded Capital after the rights issue: (10) Date of finalisation of allotment (enclose copy of the basis of allotment) : (11) (a) Name and Address of Refund Banker : (b) Amount of refund due : 179 . (2) The lead merchant banker shall enclose a certificate from the banker to issue that the amount of refunds due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit. of bank branches) : (7) Bank-wise names of branches which did not submit final consolidated certificate from closure of issue and mention the dates when they actually submitted : (8) Details of subscription : (a) Percentage of rights taken up by : (i) Promoters : (ii) Other Shareholders : (b) Percentage of rights renounced by: (i) Promoters : (ii) Others : (c) Percentage of rights taken by shareholders/ renounces : (d) Percentage at the disposal of the Board : (e) Out of the unsubscribed portion as in above.PART D [See regulations 65(2)(b) and 104(2)(b)] FORMAT OF FINAL POST ISSUE REPORT FOR RIGHTS ISSUE Subscription Status: (Subscribed / Undersubscribed) Notes: (1) It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue. per instrument on application : (d) Issue Size : Rs. (I) (1) (2) (3) (4) IN CASE OF SUBSCRIBED ISSUE: Name of the issuer : Issue Opening date : Actual closing date : Issue Details (as per the letter of offer) (a) Basis of offer : (b) Nature of instrument : (equity shares/fully convertible debentures/partly convertible debentures.) Offer price per instrument (c) Amt.

of Underwriters who did not pay devolvement (Please give names.” Signed by Registrars to the issue Place: Date: Signed by Issuer Signed by Lead Merchant Banker(s) 180 .(c) Date of transfer of refund amount to refund banker. of securities applied for : (c) Amount Received : (2) (3) CERTIFIED that the information given above and also in the enclosures are true to the best of our knowledge and no refund orders / allotment letters / certificates are pending for despatch in respect of the issue. Certified that specified securities to be locked.. amount underwritten and reasons for not paying) : In case where FIs/ MFs had subscribed to make up shortfall not as underwriter (a) Name of FI/MF : (b) No.. for which period : (13) Name of designated stock exchange : (14) Names of other stock exchanges where listing is sought : (15) 15th day from the date of closure of the issue : (16) Date on which application was filed with each stock exchange for listing of instruments : (17) Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) : (18) Reason for delay in listing for trading..in are duly inscribed with the words "specified securities can not be hypothecated / transferred / sold till ... if so. if any : (II) (1) IN CASE OF UNDER SUBSCRIBED ISSUE: Extent of under-subscription on the date of closure of the issue (a) Percentage : (b) Amount : Details of standby assistance. if any (a) No.. if any : (d) Whether interest paid for delayed period.. if any : (12) Actual date(s) of completion of despatch of: (a) Refund orders : (b) Certificate/ allotment letters/ demat credit : (c) Reasons for delay in despatch. of Underwriters : (b) No..

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. Name of the Amount Amount No. 2009 SCHEDULE XVII [See regulation 67(4) and 105] FORMAT OF UNDERWRITING DEVOLVEMENT STATEMENT (1) (2) (3) (4) Name of the merchant banker Name of the issuer Issue size : : : : Issue-wise statement of non-acceptance of underwriting devolvement Sr. Underwriter underwritten devolved Date of issue of Reasons for not notice of accepting devolvement. if any devolvement 181 .

details relating to volume of business transacted should also be stated for respective periods. low and average prices of shares of the issuer. 2009 and that no offer is being made to the public or any other class of investors. (2) Glossary of terms/abbreviations (3) Financial statements contained herein (4) Merchant bankers/merchant bankers to the placement and other advisors (5) Summary of the offering and eligible security (6) Risk factors (7) Market price information: Disclose particulars of:(a) high. and (d) proposed deployment status of the proceeds at each stage of the project. (b) monthly high and low prices for the six months preceding the date of filing of the prospectus. (d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure. (9) Capitalization Statement (10) Dividends (11) Selected Financial and other Information (12) The audited consolidated or unconsolidated financial statements prepared in accordance with Indian GAAP shall contain the following: (a) Report of Independent Auditors on the Financial Statements (b) Balance sheets (c) Statements of income 182 .g. when the equity shares have become ex-rights or ex-bonus) (e) the market price immediately after the date on which the resolution of the board of directors approving the issue was approved (f) the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with Registrar of Companies.. low and average market prices of equity shares of the issuer during the preceding three years. and total volume traded on those dates.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2009 SCHEDULE XVIII [See regulation 84(1)] DISCLOSURES IN PLACEMENT DOCUMENT (1) Disclaimer to the effect that the Memorandum relates to an issue made to qualified institutional buyers under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations. (c) the means of financing such project. with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure (e. (8) Use of proceeds: (a) purpose of the issue. (g) along with high. (c) number of equity shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (i) and (ii) above. (b) break-up of the cost of project for which the money is raised through issue.

(d) (e) (f) (g) (h) (i) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) Schedules to accounts Statements of changes in stockholders’ equity Statements of cash flows Statement of accounting policies Notes to financial statements Statement relating to subsidiary companies (in case of unconsolidated financial statements) Management’s Discussion and Analysis of financial condition and results of operations Industry description Business description Organizational structure and major shareholders Board of directors and senior management Taxation aspects relating to the eligible securities Legal proceedings Accountants General Information Such other information as is material and appropriate to enable the investors to make an informed decision. 183 .

(g) The issuing company shall. (f) The prospectus shall also contain the information and statements specified herein. as per inter-se allocation of responsibilities. it shall subsequently file an updated draft prospectus with the Board (without payment of any additional fees). (i) The lead merchant banker who is responsible for conducting due diligence exercise with respect to contents of the offer document. one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer. before such issue. (h) The agreement made with the domestic depository shall also be furnished along with the prospectus. after incorporating therein changes. (1) GENERAL INSTRUCTIONS WITH RESPECT TO CONTENTS OF THE PROSPECTUS: (a) The merchant banker has the option to file the draft prospectus as a public filing or a confidential filing. (e) The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make informed decision on the investments in the issue. accompanied with fees as prescribed in Rule 5(1)(ii) of the Companies (Issue of Indian Depository Receipts) Rules. its subsidiaries and associates shall be in plain English. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board. shall sign the due diligence certificate (j) A statement shall be made by the merchant banker in the prospectus (including a due diligence certificate) in the format as specified in format specified in Part C. if any. 2009 SCHEDULE XIX [See regulations 103(2)(b) and 103(3)] DISCLOSURES IN PROSPECTUS AND ABRIDGED PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS PART A [See regulation 103(2)(b)] DISCLOSURES IN PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS A prospectus for issue of Indian Depository Receipts (IDR) shall contain all details as specified herein. 2004. (d) The term “associate” for the purpose of this Schedule would mean “associate” as defined in Indian GAAP. or IFRS or US GAAP in which the financial statements of the issuing company are disclosed. with the Board and Registrar of Companies. (b) Where the merchant banker opts for confidential filing of the draft prospectus. through a merchant banker file a prospectus certified by two authorized signatories of the issuing company. New Delhi.SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. suggested or specified by the Board. stating the particulars of the resolution of the Board or the shareholders by which it was approved. (c) The contents of the prospectus including the financial statements of the issuing company. They shall also certify that all the disclosures made in the prospectus are correct and adequate. 184 .

addresses and contact information of experts and counsel. (d) Names. GENERAL INFORMATION: (a) Definitions/terms used in the prospectus (b) Name. (g) Disclosure about provisions relating to punishment for fictitious applications. address and contact information of the registered office of the issuing company.” (2) THE ISSUE: Summary of the terms of offer shall be incorporated. its directors and the merchant banker accept no responsibility for statements made otherwise than in the prospectus or in the advertisements or any other material issued by at our instance and anyone placing reliance on any other source of information including our website______ shall be doing so at his or her own risk. [The compliance officer should be placed in India]. A line should also be incorporated on whether these have been independently verified. (h) Statement/declaration for refund of excess subscription (i) Statement that an interest of 15% p. as follows: “The issuing company. including: (a) Offer and listing details (b) Plan of distribution (c) Markets (d) Selling shareholders. the overseas custodian bank with the address of its office in India. (k) Date of opening of issue. address and contact information of the compliance officer in relation to the issue of IDR. (f) Name. would be paid to the investors if the allotments letters / refund orders are not despatched within fifteen days of the closure of the public issue (j) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period. disclaiming responsibility for statements made otherwise than in the prospectus. if any (e) Dilution (f) Expenses of the Issue FORWARD LOOKING STATEMENTS: A paragraph on the statements that are forward looking statements and not matters of historical facts shall be incorporated. address and contact information of the domestic depository. (3) (4) 185 . (l) Date of closing of issue.a. the underwriter to the issue. A statement on the sources of data used in the prospectus and their accuracy shall also be incorporated. address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDR. advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR. (c) Name.(k) A statement will be made by the issuing company. the merchant banker. (m) Method and expected timetable of the issue (n) A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days (o) Date of earliest closing of the issue. (e) Name.

(d) Materiality shall be decided taking the following factors into account: (i) Some events may not be material individually but may be found material collectively. (5) RISK FACTORS AND MANAGEMENT PERCEPTION.e. (iii) Any ‘notes’ required to be given prominence shall appear immediately after the risk factors.. place etc. to address the risks. i. name and address of the bank and the nature and number of the account to which the amount shall be credited. (ii) Some events may have material impact qualitatively instead of quantitatively. IF ANY: (a) Risk factors shall be disclosed as follows: (i) Risk factors associated with the issuing company’s business (ii) Risk factors associated with the country of the issuing company proposing to issue IDR (iii) Risk factors associated with the IDR / underlying shares (b) Risk factors shall be classified as those which are specific to the project and internal to the issuing company and those which are external and beyond the control of the issuing company. (ii) Proposals. RECENT DEVELOPMENTS: Important events in the recent past (two financial years preceding the issue) providing details of important developments on three key areas: Operations & Management. if any.(p) (q) (r) (s) (t) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations. (c) Risk factors shall be determined on the basis of their materiality. Amount and mode of payment seeking issue of IDR Disclosure on Investor Grievances and Redressal System: (i) The arrangements or any mechanism evolved by the issuing company for redressal of investor grievances. Details of availability of prospectus and forms. MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES IN THE DOMESTIC MARKET OF THE ISSUING COMPANY: The (6) (7) 186 . shall be mentioned. (e) The Risk factors shall appear in the prospectus in the following manner: (i) Risks envisaged by the management of the issuing company. (iii) That the company undertakes to subject itself to the jurisdiction of Indian courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders. A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account. in case of being required to do so. date. Shareholding patterns and Business Environment. (iii) Some events may not be material at present but may be having material impacts in future. (ii) The past record (for a minimum period of three years before the date of the prospectus) of investor grievance redressal of the issuing company and its listed subsidiaries/associates including details as to the time normally taken by it for disposal of various types of investor grievances. time.

This information shall also b given if it is a further issue of IDR which are already listed in India: (a) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High. (12) CAPITALISATION STATEMENT Particulars Short-Term Debt Pre-issue as (Figures in Rs. crores) 187 . Low. if the securities are listed in more than one exchange. Low. (g) Taxation aspects of dividend distribution. Low. Low. Low. Average Daily Trading Volume) (c) Market price of shares for the month preceding the date of prospectus (High. Average Rates for the last five years (c) High. (11) OBJECTS OF THE ISSUE / USE OF PROCEEDS: The following shall be disclosed: (a) The purpose of the issue (b) Break-up of the cost of project for which the money is raised through the IDR issue (c) The means of financing such project and (d) The proposed deployment status of the proceeds at each stage of the project.following information should be provided exchange-wise. Average Daily Trading Volume) (d) The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume (8) DIVIDENDS: (a) Dividend policy of the issuing company (b) Rate of dividend and amount of dividend paid for the last five financial years (c) Regulatory framework in the country of incorporation/share listed concerning dividends (d) Details of arrangement with the depositories for payment of dividend to the IDR holders (e) Information about changes. if any. EXCHANGE RATES: (a) Brief history of the pattern of exchange rates between the country of incorporation/where shares are listed and India (b) High. (f) Information about dividend yield. This information should be updated as on last available date before the date of prospectus. Average Daily Trading Volume) (b) Market price of shares for each month of the calendar year preceding the year of the issue of prospectus (High. Average Rates for the last twelve months (9) (10) FOREIGN INVESTMENT AND EXCHANGE CONTROLS OF THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED: Information relating to the relevant foreign investment laws and exchange control regulations of the country of incorporation or country where the underlying equity shares are listed. in dividends announced and dividends paid and time gap between the dividends announced and dividends paid.

prepared in accordance with Indian GAAP (including all Accounting Standards issued by the Institute of Chartered Accountants of India) or with the International Financial Reporting Standards (IFRS) or US GAAP. issued. the person or persons who are in over-all control of the company. a report of the statutory auditor on the audited financial 188 . (ii) after the issue (if the IDR issue involves issue of fresh equity shares). the financial results shall be audited by a professional accountant or certified public accountant or equivalent (by whatever name called in the home country in accordance with the International Standards on Auditing (ISA)). subscribed and paid up capital (number of instruments. description.Long Term Debt Shareholders Funds . (b) Size of present issue. (c) Paid-up Capital: (i) before the issue. for a period of three financial years immediately preceding the date of prospectus shall contain the following: (i) Report of Auditors on the Financial Statements (ii) Balance Sheets (iii) Statements of Income (iv) Schedules to Accounts (v) Statements of Changes in Stockholders’ Equity (vi) Statements of Cash Flows (vii) Statement of Accounting Policies (viii) Notes to Financial Statements (ix) Statement Relating to Subsidiary Companies (in case of unconsolidated financial statements) (x) Related Party transactions (xi) Liquidity and Capital Resources.. (d) Where the law of the home country requires annual statutory audit of the accounts of the issuing company. aggregate nominal value). (c) In case. and (iii) share premium account (before and after the issue) (d) Detailed notes to capital structure (e) Information with respect to Capital Structure shall also contain details regarding holdings of major shareholders i.Reserves Total Shareholders Funds Long Term Debt/Equity (13) CAPITAL STRUCTURE: (a) Authorised.e. (14) FINANCIAL INFORMATION: (a) The audited consolidated or unconsolidated financial statements.Share Capital . the financial results are prepared as per IFRS or US GAAP. (b) The financial information in the prospectus shall be disclosed in the issuing company’s functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar.

consolidated or unconsolidated balance sheet and the capitalisation statement required under item (12). liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form: Provided the gap between date of opening of issue and date of report shall not exceed 120 days. 1949 on the financial statements/ results of the issuing company for each of the three financial years immediately preceding the date of prospectus including the profits or losses. compiled in a tabular form and include the consolidated or (e) (f) (g) (h) (i) 189 . liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form: Provided that the gap between date of opening of issue and date of report shall not exceed 120 days. In case the issuing company opts to prepare and disclose the financial results as per US GAAP. assets. then issuing company shall annex the summary of significant differences between the Indian GAAP and IFRS. as at the date on which the financial information is presented). the requirement above shall be deemed to be complied with. consolidated or unconsolidated cash flow statements. Where the law of the home country does not require annual statutory audit of the accounts of the issuing company. The report prepared by the Chartered Accountants should disclose financial statements in Indian Rupees (at the closing rate of exchange. a report. if the relevant financial statements are based on limited review report of such statutory auditor. The report prepared by the statutory auditors of the issuing company should disclose financial statements (as per relevant period in the annual report) in Indian Rupees (at the closing rate of exchange. if disclosures in respect of material changes in the financial position of issuing company for such gap are disclosed in the prospectus: Provided further that in case of an issuing company which is a foreign bank incorporated outside India and which is regulated by a member of the Bank for International Settlements or a member of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding. If financial results are prepared in accordance with IFRS. if the gap between the ending date of the latest audited financial statements disclosed as above and the date of the opening of the issue is more than 180 days: Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less.statements of the issuing company for each of the three financial years immediately preceding the date of the prospectus including the profits or losses. assets. prepared in accordance with Indian GAAP certified by Chartered Accountant in practice within the terms and meaning of the Chartered Accountants Act. The interim audited financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in the report. as at the date on which the financial information is presented). in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of opening of the issue shall be satisfied. compiled in a tabular form and include the consolidated or unconsolidated income statement. the requirement above. a reconciliation statement vis-a-vis Indian GAAP and summary of significant differences between the Indian GAAP and US GAAP has to be annexed with the report.

(15) STATEMENT ON MATERIAL DEVELOPMENTS SUBSEQUENT TO THE DATE OF THE LAST FINANCIAL STATEMENTS AS DISCLOSED IN THE PROSPECTUS: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus any which materially and adversely affect or is likely to affect the trading or profitability of the issuing company. (ii) significant economic changes that materially affected or are likely to effect income from continuing operations. an outline of such circumstances and an assessment of their likely impact. consolidated or unconsolidated balance sheet and the capitalisation statement required under item (12). revenue or income from continuing operations. (d) An analysis of reasons for the changes in significant items of income and expenditure shall also be given. in case of events such as future increase in labour or material costs or prices that will cause a material change are known. introduction of new products or services or increased sales prices. (c) Factors that may affect results of the operations. then following details of such body (ies) corporate shall be given: (i) Names and address(es) of the body(ies) corporate. or its ability to pay its liabilities within the next twelve months. and if so. consolidated or unconsolidated cash flow statements. containing the following: (i) unusual or infrequent events or transaction. (ii) The reports as stated above in respect of those body(ies) corporate also. If the proceeds of the IDR issue are used for investing in other body (ies) corporate. (iii) known trends or uncertainties that have had or are expected to have a material adverse impact on sales. (vi) total turnover of each major industry segment in which the issuing company operated (vii) status of any publicly announced new products or business segment.(j) (k) unconsolidated income statement. inter alia. if the gap between the ending date of the latest financial statements disclosed above and the date of the opening of the issue is more than 180 days: Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less. the requirement above shall be deemed to be complied with if disclosures in respect of material changes in the financial position of issuing company for such gap are disclosed in the prospectus. (16) MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS (BY COMPARING THE RECENT FINANCIAL YEAR WITH THE PREVIOUS THREE FINANCIAL YEARS): (a) A summary of past financial results after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given. or the value of its assets. The interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in report. (iv) future changes in relationship between costs and revenues. (b) Overview of the business of the issuing company. (v) the extent to which material increases in net sales or revenue are due to increased sales volume. 190 .

) 191 . where applicable (d) Schedule of implementation of project and progress made so far. Source of data used shall be mentioned. provided a certificate from a certified public accountant or equivalent practicing in the concerned country is submitted to the Board. history and present business of the issuing company (b) Location of the project. consumer(s). patents and licenses. (18) DETAILS OF THE ISSUING COMPANY: (a) Main object. industrial users (f) Research and development. to be given. etc. demand and supply forecasts (if given. infrastructure facilities. should be essentially with assumptions unless sourced from a market research agency of repute).. (e) Nature of product(s). (g) Property. etc. If there are no identifiable promoters. if any (i) Underwriting (j) Experts (k) Where you can find additional information (l) Enforcement of civil liabilities against foreign persons (19) SUBSIDIARIES AND ASSOCIATES OF THE ISSUING COMPANY: (a) The following information for the last three years based on the audited statements in respect of subsidiaries and associates of the issuing company: (i) Date of Incorporation (ii) Nature of activities (iii) Equity Capital (iv) Reserves (excluding revaluation reserve) (v) Sales (vi) Profit after tax (PAT) (vii) Earnings per share (EPS) and (viii) Net Asset Value (NAV) (b) If the subsidiaries and associates are not required to prepare such audited statements as per the laws prevailing in those countries. (x) competitive conditions. past trends and future prospects regarding exports (if applicable). plants and equipment (h) Particulars of financial and other defaults. past production figures for the industry. (17) INDUSTRY AND BUSINESS OVERVIEW: Market including details of the competition. if applicable. (ix) any significant dependence on a single or few suppliers or customers. existing industry capacity. technology etc.(viii) the extent to which business is seasonal. the same may be certified as true and correct by the Board of Directors and the management of such companies. then the details and background of all persons who hold 5% or more equity share capital of the issuing company. (20) MANAGEMENT: (a) Details with respect to the promoters and their background. if any (c) Installed capacity and the details of plant and machinery.

(d) Record dates and how the same will be disclosed. Remuneration of the Directors and the Key managerial personnel with detailed breakup. age.(b) (c) (d) (e) (f) Details of the Board of Directors and the Key Managerial Personnel (i. (22) DESCRIPTION OF THE IDR AND RIGHTS OF IDR HOLDERS: (a) Brief description of the IDR (b) Dividends. other distributions and rights of IDR holders (c) Voting rights if any and the manner of their exercise by IDR holders. their relation with promoters / controlling shareholder(s). duration of their association with the issuing company. their equity holding in the issuing company.INDIAN AND INTERNATIONAL: Brief details of the domestic depository. if any. address(es) of directors. qualifications. if any. managing director or other principal officers of the issuing company. manager. sitting fees. (f) Procedure of conversion of IDR into shares (g) Governing law regarding various aspects of IDR and transactions therein. Organisational structure Practices of the Board of Directors Employees (21) SECURITIES MARKET OF THE COUNTRY OF INCORPORATION WHERE SHARES ARE LISTED: (a) Brief History (b) Stock exchange regulation (c) Listing Regulations (d) Details of the securities market regulator of the country of the issuing company (e) Whether the securities market regulator of the country of the issuing company has signed any MoU with the Board/IOSCO (f) Disclosure under the Companies Act and Securities Regulations (or equivalent thereof) (g) Stock exchanges (h) Takeover Code/Buy back Code (i) Reforms in some key sectors of the economy (j) Restriction on foreign ownership of securities (k) Overview of the financial sector (l) Nature of the securities trading market in that country (m) A statement of how the enforcement of Indian securities laws would be affected by the fact that the issuing company is located outside India (n) A comparative analysis of the corporate governance provisions that would be followed by the issuing company vis-à-vis that is applicable to Indian listed companies. industry experience. other directorships). 192 . overseas custodian bank and depository agreement.e. (e) Reports and other communication to which the IDR holders will be entitled. name. (23) PROVISIONS REGARDING TRANSFER OF SHARES AND DEPOSITORY RECEIPTS: (a) Provisions regarding transfer of IDR (b) Outline of provisions regarding transfer of underlying shares after conversion (24) INFORMATION RELATING TO THE DEPOSITARY .

tax treaties and their impact for IDR holders. its promoters / controlling shareholders / directors. which may have a bearing on the performance of the issuing company. and approvals from Indian regulatory authorities. its promoters / controlling shareholders / directors and its subsidiaries and associates. Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus.(25) APPROVALS OF THE GOVERNMENT/REGULATORY AUTHORITIES: Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status.e. as well as on the 193 . companies of of shares (including the statement about the issue price being “X” times of the face value) and that of the IDR.e. (26) TAXATION FRAMEWORK IN INDIA AND THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED: Information relating to relevant provisions of taxation law. Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding. (27) OUTSTANDING LITIGATIONS AND DEFAULTS: (a) Material litigation / liabilities/defaults including arrears / potential liabilities of the issuing company. its subsidiaries and associates. The aggregate face value of the total equity shares underlying a single comparable size in the same industry. [The source from which industry average and accounting ratios of the peer group has been taken should be indicated]. (28) BASIS OF ISSUE PRICE: (a) Earnings per share i. (iii) Some litigation/defaults may not be material at present but may be having a material impact in future. EPS pre-issue for the last three years (as adjusted for changes in capital) (b) P/E pre-issue (c) Average return on net worth in the last three years (d) Minimum return on increased net worth required to maintain pre-issue EPS (e) Net Asset Value per share based on last balance sheet (f) Net Asset Value per share after issue and comparison thereof with the issue price (g) Comparison of all the accounting ratios of the issuing company as mentioned above with the industry average and with the accounting ratios of the peer group (i. (ii) Some litigation/defaults may have material impact qualitatively instead of quantitatively. (h) The face value IDR shall also be given. (b) Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company. (c) Materiality shall be decided taking the following factors into account: (i) Some litigation/defaults may not be material individually but may be found material collectively.

to subscribe for additional capital will be exercised. overseas custodian bank. if any. the domestic depository and all other intermediaries associated with the issue of IDR. the financial statements and auditor's report thereof will be allowed during the normal business hours. (29) MAIN PROVISIONS OF ARTICLES OF ASSOCIATION / MAIN CHARTER OF THE ISSUING COMPANY (30) MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules. 2004. (b) Consent of merchant bankers. (c) Fees and expenses payable to the intermediaries involved in the issue of IDR 194 .assumption that the options outstanding. the prospectus. (31) OTHER INFORMATION: (a) Disclosure of mandatory vetting of the prospectus by the legal counsel to the issuing company operating at the place where the registered office of the Issuing company is situated.

(e) Name. the overseas custodian bank with the address of its office in India. as the case may be (j) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period. as far as may be applicable. The abridged prospectus for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures: (1) General Information: (a) The name of the issuing company and address of the registered office of the issuing company. and where there has been a change in the address of the registered office or name of the issuing company.a. details thereof. (n) A statement that subscription to the issue shall be kept open for atleast 3 working days and not more than 10 working days. address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDR. (b) Name. (g) Disclosure about provisions relating to punishment for fictitious applications. address and contact information of the domestic depository. (3) The order in which items appear in the abridged prospectus shall correspond. along with telephone number. fax number. (o) Date of earliest closing of the issue. address and contact information of the registered office of the issuing company. addresses and contact information of experts and counsel. no part of the information given in the abridged prospectus is mutilated. (4) The application form shall be so positioned that on the tearing-off of the application form. to the order in which items appear in the prospectus. advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR. (d) Names. 195 . (k) Date of opening of issue. (m) Method and Expected Timetable of the issue. address and contact information of the compliance officer in relation to the issue of IDR. the merchant banker. The compliance officer should be placed in India (f) Name. (c) Name. the underwriter to the issue. (h) Statement/declaration for refund of excess subscription (i) Statement that an interest of 15% p. (l) Date of closing of issue. e-mail address and website address. (2) The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman Size 10. would be paid to the investors if the allotments letters / refund orders are not despatched within 15 days of the closure of the public issue.PART B [See regulation 103(3)] DISCLOSURES IN ABRIDGED PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS General Instructions: (1) The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise.

the declaration relating to nationality and residentship shall be shown prominently as under: "Nationality and Residentship (Tick whichever is applicable) (i) I am / We are Indian National(s) resident in India and I am/we are not applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s). terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders. if relevant. (ii) I am / We are Indian National(s) resident in India and I am / We are applying for the said equity shares as Power of Attorney holder(s) of Non. in case of being required to do so. description. and (iii) share premium account (before and after the issue) (d) Detailed notes to Capital Structure Terms of the Present Issue: (a) Authority for the issue. aggregate nominal value). mode of payment and book building procedure. availability of prospectus.e. time. (3) (4) 196 . place etc. A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account. (2) Capital Structure of the issuing company: Following details to be furnished: (a) Authorised. i. Instructions for applicants: (a) How to apply. (b) The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in case of public issues" shall appear." (c) The application form should contain necessary instructions/ provisions for the following: (i) Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/ debentures in public issues. (ii) after the issue (if the IDR issue involves issue of fresh equity shares). Details of availability of prospectus and forms.(p) (q) (r) (s) (t) (u) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations. (c) Paid-up Capital: (i) before the issue. (iii) I am / We are Indian National(s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on non-repatriation basis. (b) Size of present issue. subscribed and paid up capital (Number of instruments. abridged prospectus and application forms. (b) In the application form. name and address of the bank and the nature and number of the account to which the amount shall be credited. Amount and mode of payment seeking issue of IDR Disclosure on Investor Grievances and Redressal System: That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.Resident Indian(s) mentioned below on non-repatriation basis. date. issued..

and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies. electricity. to enable printing of the said details in the refund orders or for refunds through Electronic Clearing System. etc. (f) Conversion procedure of IDR into shares (g) Governing Law regarding various aspects of IDR and transactions therein. (iv) Disclosure of PAN/GIR number. process. if any. (b) Promoters / controlling shareholders and their background. irrespective of the amount for which application / bid is made. Any special tax benefits for issuing company and its shareholders (Only section numbers of the Income Tax Act and their substance should be mentioned. (iii) Instruction to applicants to disclose Permanent Account Number in the application form. any performance guarantee or assistance in marketing by the collaborators (g) Infrastructure facilities for raw materials and utilities like water. (h) Schedule of implementation of the project and progress made so far. address and occupation of manager. Company. if any Description of the IDR and Rights of IDR Holders: (a) Brief description of the IDR (b) Dividends. technology. (d) Record dates and how the same will be disclosed. date of commercial production etc (i) Nature of the products/services and end users (6) (7) 197 . to receive securities subscribed for and a statement that trading in securities on the stock exchanges in physical form will be available only subject to limits prescribed by the Board for time to time. etc (f) Collaboration. (d) Location of the project (e) Plant and machinery. if any. (c) Names. (v) Details of options. along with the instruction that applications without Permanent Account Number would be rejected.(d) (e) (5) Provision in the application form for inserting particulars relating to bank account number and the name of the bank with whom such account is held. Management and Project: (a) History and main objects and present business of the company. if any (e) Name of Monitoring Agency. giving details of land acquisition. Other Distributions and Rights of IDR holders (c) Voting rights and their manner of exercise by IDR holders. installation of plant and machinery. civil works. trial production. (e) Reports and other communication to which the IDR holders will be entitled. managing director. without reproducing the text of the sections) Restrictions on investments in IDR / fungibility of IDR (ii) Particulars of the Issue: (a) Objects of the issue (b) Project cost (c) Means of financing (d) Name of Appraising Agency.

(b) P/E pre-issue (c) Average return on net worth in the last three years (d) Minimum return on increased net worth required to maintain pre-issue EPS. the above information should be given about such IDR also (8) Particulars with regard to the subsidiaries / associates of the issuing company: The following information for the last 3 years based on the audited statements in respect of subsidiaries and associates of the issuing company: (a) Date of Incorporation. and estimated in the coming years as estimates by a Government authority or by any other reliable institution. (c) Equity Capital. have to be furnished. Low. Average Daily Trading Volume) (iv) The Opening and Closing price on the last day of the preceding month of the date of Prospectus along with the volume (v) This information should be provided.(j) Existing. licensed and installed capacity of the product. (g) Comparison of all the accounting ratios of the issuing company as mentioned above with the industry average and with the accounting ratios of the peer group (i. (f) Profit after tax (PAT). Average Daily Trading Volume) (iii) Market price of shares for the month preceding the date of Prospectus (High. if the securities are listed in more than one exchange (vi) This information should updated as on last available date before the date of prospectus (vii) If it is a further issue of IDR which are already listed in India. if any. (m) Stock Market Data: Disclose particulars of:(i) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High. Basis for Issue Price: (a) Earnings per share i. exchange wise. (e) Sales. etc. (Indicate the source from which industry average and accounting ratios of the peer group has been taken) (9) 198 . companies of comparable size in the same industry. In case the company is providing services.. and (h) Net Asset Value (NAV). Low. (e) Net Asset Value per share based on last balance sheet.. (d) Reserves (excluding revaluation reserve). relevant information with regard to nature/ extent of services. demand of the product-existing. EPS pre-issue for the last three years (as adjusted for changes in capital).e. (b) Nature of activities.e. Average Daily Trading Volume) (ii) Market price of shares for each month of the calendar year preceding the year of the issue of Prospectus (High. Low. giving source of the information. (g) Earnings per share (EPS). (k) Approach to marketing and proposed marketing set up (l) Export possibilities and export obligations. (f) Net Asset Value per share after issue and comparison thereof with the issue price.

if any (c) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the issuing company (d) Following information as extracted from the report of the auditors reproduced in the main prospectus: (i) net profit before accounting for extra ordinary items (ii) extra ordinary items (iii) net profit after accounting for extra ordinary items (16) Management Discussions and Analysis on Accounts (17) Listed Ventures of Promoters / controlling shareholders (18) Disclosure on Investor Grievances and Redressal System (19) Statement regarding minimum subscription clause: (a) Following statements shall appear for non-underwritten IDR issues: 199 . (12) Expert opinion obtained.(h) Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus. Net profit. its promoters / controlling shareholders / directors and its subsidiaries and associates. to subscribe for additional capital will be exercised. Gross profit. in directors and auditors during the last three years and reasons thereof. the year of revaluation and its monetary effect on assets) and borrowings (b) Profit and Loss data: Sales. as well as on the assumption that the options outstanding. dividend paid. The aggregate face value of the total equity shares underlying a single IDR also shall be given (10) Outstanding Material Litigations and Defaults (in a summarised tabular form): Material Litigation / Liabilities including arrears/Potential liabilities of the issuing company. (13) Change. if any. if any. (14) Time and Place of Inspection of material contracts (List of material contracts not required) (15) Financial Performance of the Issuing company for the last three years (Figures to be taken from the audited annual accounts in a tabular form): (a) Balance Sheet Data: Equity Capital. Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding. if any. The face value of shares (including the statement about the issue price being “X” times of the face value) and that of the IDR. (11) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company. Reserves (State Revaluation Reserve.

and approvals from Indian regulatory authorities. it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. (i) 200 .” (ii) “If the issuing company fails to refund the entire subscription amount within fifteen days from the date of the closure of the issue.“If the issuing company does not receive the minimum subscription of ninety per cent. per annum for the period of delay. the issuing company shall forthwith refund the entire subscription amount received. Tax Treaties and their impact for IDR holders. of the offer through offer document including devolvement of underwriters within sixty days from the date of closure of the issue. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications. of the offer through offer document on the date of closure of the issue. (23) Signatories to the Prospectus. or if the subscription level falls below ninety per cent. Overseas Custodian Bank and Depositary Agreement. per annum for the period of delay beyond sixty days. (22) Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status.” (21) Brief details of the Domestic Depositary.” (20) Information relating to relevant provisions of Taxation law. the issuing company shall forthwith refund the entire subscription amount received with interest to the subscribers at the rate of fifteen per cent.” (b) Following statement shall appear for underwritten IDR issues: “If the issuing company does not receive the minimum subscription of ninety per cent.

Securities and Exchange Board of India Dear Sirs. in connection with the finalization of the DRHP pertaining to the said issue. the disclosures made in the DRHP are certified to be true and are adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. (3) We have examined various documents. except [ ]. 201 . Sub. WE CONFIRM that: (a) the DRHP forwarded to the Board is in conformity with the publicly available information and information based on representations made by the senior management of the Issuing Company. the Government and any other competent authority in this behalf have been duly complied with. all the other intermediaries named in the DRHP. 2009 (hereinafter referred to as the Regulations) or any statutory modification or re-enactment thereof read with the Companies (Issue of Indian Depository Receipts) Rules. and (c) based on the publicly available information and representations made by the senior management of the Issuing Company. (b) the requirements under the IDR Rules and the Regulations DIP Guidelines and other relevant laws framed by the Board. more particularly referred to in the Annexure hereto. (2) We have examined the disclosures made by the Issuing Company in jurisdictions where its underlying equity shares are listed so as to ensure uniformity and parity of information shared with investors across different regulatory jurisdictions (hereinafter referred to as “publicly available information”) and participated in discussions with the senior management of the Issuing Company for the purpose of preparing disclosures on the Issuing Company in the DRHP. for approval. have been appointed as the Merchant Banker (hereinafter referred to as the ‘Lead Merchant Banker’) to the proposed issue of IDR by the Issuing Company and we state as follows: (1) The Draft Red Herring Prospectus (hereinafter referred to as the ‘DRHP’) is being filed with the Securities and Exchange Board of India (hereinafter referred to as the “Board”) in compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2004 (hereinafter referred to as “the IDR Rules”). (4) On the basis of such examination and the discussions with the Issuing Company. (5) We confirm that besides ourselves. (hereinafter referred to as ‘IDR’) by …………(hereinafter referred to as the ‘issuing company’) We. are registered with the Board and that till date such registration is valid. on a public basis. its directors and other officers and other independent agencies/ experts/ reports. the undernoted..PART C [See regulation 101(6)] FORMAT OF THE DUE DILIGENCE CERTIFICATE TO BE FILED BY THE LEAD MANAGER FOR IDR ISSUES To.: Issue of …………….

shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. after permission. We certify that no payment in the nature of discount. We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account and that such moneys shall be released by the said bank only. commission. to any person who receives securities by way of firm allotment in the issue. directly or indirectly.(6) (7) (8) (9) (10) (11) (12) (13) (14) (15) We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments. We further confirm that the agreement entered into between the bankers to the issue and the Issuing Company specifically contains this condition. We certify that the following disclosures have been made in the draft prospectus: (a) An undertaking from the Issuing Company that at any given time there shall be only one denomination for the IDR of the Issuing Company and (b) An undertaking from the Issuing Company that it shall comply with such disclosure and accounting norms specified by the Board from time to time. We certify that the proposed activities of the Issuing Company for which the funds are being raised in the present issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the Issuing Company and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association. allowance or otherwise shall be made by the Issuing Company or the promoters. We confirm that all the material disclosures in respect of the Issuing Company have been made in the red herring prospectus / prospectus and certify that any material development in the Issuing Company or relating to the issue. We confirm that agreements have been entered into with both the depositories for dematerialisation of the IDR of the Issuing Company Lead Merchant Banker(s) to the Issue with Official Seal(s) Place: Date: 202 . We confirm that the abridged prospectus contain all the disclosures as specified in the Regulations. We confirm that none of the intermediaries named in the red herring prospectus / prospectus have been debarred from functioning by any regulatory authority. for listing of IDR. We certify that disclosure has been made in the prospectus that the investors shall be given an option to get the IDR in demat or physical mode. is obtained from all the stock exchanges mentioned in the prospectus. up to the commencement of listing and trading of the IDR offered through this issue.

ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF …………………………. BY …………………………. (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) Memorandum and Articles of Association of the Issuing Company. Necessary clearance from governmental, statutory, municipal authorities etc., for implementation of the project, wherever applicable. Documents in support of the track record and experience of the promoters and their professional competence. Listing Agreement of the Issuing Company for existing securities on the Stock Exchanges. Consent letters from Issuing Company's auditors, Bankers to issue, Bankers to the Issuing Company, Lead Merchant Bankers, Brokers and where applicable, proposed Trustees. Applications made by the Issuing Company to the financial institutions/banks for financial assistance as per object of the issue and copies of relative sanction letters. Underwriting letters from the proposed underwriters to the issue. Audited Balance Sheets of the Issuing Company/Promoter companies for relevant periods. Auditors certificate regarding tax-benefits available to the Issuing Company, shareholders and debenture holders. Certificate from architects or any other competent authority on project implementation schedule furnished by the Issuing Company, if applicable. Reports from Government agencies / expert agencies / consultants / Issuing Company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc. Documents in support of the infrastructural facilities, raw material availability, etc. Auditors' Report for the period for which the accounts are disclosed in the offer document, indicating summary of audited accounts of the issuing company and also the summary of the audited accounts of the subsidiaries of the issuing company. Stock Exchange quotations of the last 3 years duly certified by designated stock exchange. Minutes of the general body meetings and board meetings of the Issuing Company for matters which are in the prospectus Revaluation certificate of Issuing Company's assets given by the Government Valuer or any other approved valuer. Certificate from solicitors of the Issuing Company in regard to compliance of legal provisions of the prospectus. Certificate from Issuing Company's legal counsel, operating at the place of its registered office, confirming that the legal counsel has done the mandatory vetting of the prospectus. A detailed checklist indicating compliance with each applicable regulation of the Regulations. Lead Merchant Banker(s) to the Issue with Official Seal(s)

(12) (13)

(14) (15) (16) (17) (18) (19)

Place: Date:

203

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SCHEDULE XX [See regulation 110] AMENDMENTS TO OTHER REGULATIONS (1) Amendment of Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993. (i) in regulation 15, (a) in sub-regulation (1), after clause (c) the following clause shall be inserted, namely:“(ca) supervise the implementation of the conditions regarding creation of security for the debentures and debenture redemption reserve, wherever applicable;” (b) after sub-regulation (1), the following sub-regulation shall be inserted, namely:“(1A) The debenture trustee shall: (a) obtain reports from the lead bank regarding progress of the project; (b) monitor utilisation of funds raised in the issue; (c) obtain a certificate from the issuer's auditors: (i) in respect of utilisation of funds during the implementation period of the project; and (ii) in the case of debentures issued for financing working capital, at the end of each accounting year.”

(2)

Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. (i) in regulation 9, after sub-regulation (1A), the following sub-regulation shall be inserted, namely: “(1B) The application for renewal under sub-regulation (1) shall be accompanied by details of the changes that have taken place in the information that was submitted to the Board while seeking registration or earlier renewal, as the case may be, and a declaration stating that no changes other than those as mentioned in such details have taken place.” (ii) regulation 18 shall be omitted.

(iii) in regulation 20, sub-regulation (2) shall be omitted. (iv) after regulation 21, the following regulation shall be inserted, namely:“21A. Merchant banker not to act as such for an associate. (1) A merchant banker shall not lead manage any issue or be associated with any activity undertaken under any regulations made by the Board, if he is a promoter or a director or an associate of the issuer of securities or of any person making an offer to sell or purchase securities in terms of any regulations made by the Board:

204

Provided that a merchant banker who is an associate of such issuer or person may be appointed, if he is involved only in the marketing of the issue or offer. Explanation: For the purposes of this regulation, a merchant banker shall be deemed to be an “associate of the issuer or person” if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than fifteen per cent. of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the issuer, its subsidiary or holding company and the merchant banker.” (v) regulations 23, 24, 24A and 25 shall be omitted;

(vi) regulation 28 shall be renumbered as “28.(1)” and after the renumbered sub-regulation (1), the following sub-regulation shall be inserted, namely:“(2) The merchant banker shall submit a half yearly report for the period ending with 31st March and 30th September of every year, in the format specified in schedule IV, within three months from the close of the period to which it corresponds.” (vii) in Schedule I , Form C shall be omitted; (viii) Schedule IV shall be substituted with the following, namely:“SECURITIES AND EXCHANGE BOARD OF INDIA (MERCHANT BANKERS) REGULATIONS, 1992 SCHEDULE IV [Regulation 28(2)] FORMAT FOR HALF YEARLY REPORT TO BE SUBMITTED BY MERCHANT BANKERS (For the period ending September / March, 20X1) (1) (2) (3) (4) (5) (6) Name/Category of registration. SEBI Registration No. Name of the Compliance Officer. Addition / deletion / change in address etc. of branch offices from last submitted report. Change, if any, in constitution of the organisation (private limited, public limited, partnership, merges, acquisition etc.) Change, if any, in directorship details since the last report. Name Induction/ Reasons Effective retirement/ Qualification resignation Date Brief Experience Share in (in case of the induction) company

205

(7)

Change in the key management personnel since last report (since grant of registration in case of first report) Name Date of App./ Resignation/ Termination Qualification Experience

(8)

Change including addition to/in associate concerns Name of Co./ firm Nature of change Activities Handled Nature of interest with Merchant Banker

(9)

New activities undertaken/discontinuation of any existing activities Activity When commenced/ discontinued Object of the new activities/ reasons for discontinuation.

(10) Details of all pending litigations involving the merchant banker. (11) Issue management activities (Attach separate sheet if required): Name of issuer Companies Type of issue (public/rights/ composite) Issue Price/ Conversion Price No. of times oversubscribed Reasons for delay in listing Instrument

Offer Amount (Rs. In Lakhs) Issue Closing date Stock Exchanges where instruments were to be listed Opening trading price at respective SEs

Issue opening date Functional Responsibility First date of trading in respective SEs Remarks

Current market price

(12) Penalty/warnings given by SEBI, if any. (13) Underwriting activities (a) Total number of issues underwritten during the period. (b) Total amount underwritten during the period (Rs. In lakhs).

206

(iii) Number of grievances resolved. in (Rs. In lakhs) (i) (ii) (iii) (iv) (v) Paid-up capital Free reserves Secured loan Unsecured loan Others TOTAL (i) (ii) (iii) (iv) (v) (vi) Fixed Assets (net block) Quoted investment at cost/ market price whichever is lower Unquoted investment Current assets Misc. No. Details of disputed/devolved cases Sr. (15) Financial information Capital Structure Year ended (Rs in lakhs) Previous Year ended (Rs. Name Instru.(c) (d) Outstanding underwriting commitment at the close of the period (Rs.If not met. in lakhs). of the ment under. (v) The date of oldest grievance. in lakhs) yes/no how dispute was settled lakhs) Penalty/ warning if any issued by SEBI (14) Redressal of Investor Grievances (a) System of redressal of investor grievances (a brief write up). (i) Number of investor grievances received during the period.devolved ment the reasons met thereof & issuer written (Rs. if any in major share holding (more than 5%) Name of the Investment/ Percentage of total 207 . exp. not written off Others TOTAL (Please enclose the copy of latest audited financial results along with schedules) (16) Changes. (ii) Nature of grievances.Amount Amount Devolve. (iv) Number of grievances pending.

details thereof inclusive of status of complaints from investors and their redressal. (19) Indictment or involvement in any economic offence by the merchant banker or their directors or principle officer. in the Explanation in clause (b). C. (18) Any capital issue (rights or public) during the period. (Registrars to an Issue and Share Transfer Agents) Regulations.shareholder disinvestment paid-up capital (17) Name of the major shareholders holding more than 5%. PLACE: DATE: (3) AUTHORISED SIGNATORY” Amendment of Securities and Exchange Board of India. 1993. If yes. (i) in regulation 13A. B. if any. after the word “director” the words “or promoter” shall be inserted. BHAVE CHAIRMAN 208 . during the period.

Sign up to vote on this title
UsefulNot useful